8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 10, 2008

GOAMERICA, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-29359	22-3693371
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

433 HACKENSACK AVENUE, HACKENSACK, NJ 07601
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (201) 996-1717

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 1.01 Entry into a Material Definitive Agreement.

        General.

        As previously announced, on January 10, 2008, GoAmerica, Inc. (“GoAmerica” or the “Company”) closed its transactions with Clearlake Capital Group (“Clearlake”), MCI Communications Services, Inc. (“Verizon”), and Hands On. In sum:

• The Company raised $125 million of equity and debt financing; $15 million of which is in the form of an unfunded credit facility.

• The Company closed an asset purchase of the Verizon Telecommunications Relay Services (“TRS”) division, a leading provider of relay services.

• The Company completed a merger with Hands On Video Relay Services (“Hands On”), a California-based provider of video relay and interpreting services.

The following documents were executed in connection with the closings, copies of which are filed as exhibits to this Current Report on Form 8-K:

        First Lien Credit Facilities.

        On January 10, 2008, GoAmerica, Inc. entered into a Credit Agreement (the “First Lien Credit Agreement”), dated as January 10, 2008 (the “Closing Date”), by and among GoAmerica, as borrower, the lenders from time to time party thereto, the letter of credit issuers from time to time party thereto, Churchill Financial LLC, as administrative agent (the “First Lien Administrative Agent”), and Ableco Finance LLC, as collateral agent (the “Collateral Agent”). The First Lien Credit Agreement provides for term loans of $40,000,000, all of which was borrowed on the Closing Date, and revolving loan availability of up to $15,000,000, none of which was borrowed on the Closing Date. The maturity date of the term loans is January 10, 2014, and the maturity date for revolving loans made from time to time is January 10, 2013. GoAmerica is required to make quarterly repayments of principal on the term loans in the amount of $100,000 per quarter. Mandatory prepayments are also required to be made in the case of certain events, including asset sales, a portion of excess cash flow, proceeds from debt issuances and extraordinary receipts. Voluntary prepayments of principal of the term loans are subject to a prepayment penalty, expressed as a percentage of the principal amount so prepaid, of 2% from the Closing Date through but not including the first anniversary of the Closing Date, and 1% from the first anniversary of the Closing Date through but not including the second anniversary of the Closing Date. Mandatory prepayments are generally not subject to the payment of penalties except in the case of debt issuances, where the principal amount of term loans so prepaid is treated as though they were voluntary prepayments.

        The First Lien Credit Agreement contains affirmative and restrictive covenants that require GoAmerica and its subsidiaries to take or refrain from taking certain actions, including, among other things, the obligation to provide certain financial and other

 

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information and limitations on its ability to incur debt, make investments, pay dividends, change the nature of its business, engage in affiliate transactions, or sell assets. In addition, GoAmerica must comply with financial covenants for maximum consolidated leverage, maximum amounts of capital expenditures, minimum amount of net revenue, having reserves on its books relating to the earnout provisions under the Asset Purchase Agreement, dated August 1, 2007, by and between Verizon and GoAmerica Relay Services Corp., as amended by Amendment No. 1 thereto, dated as of November 21, 2007 and Amendment No. 2 thereto, dated as of January 1, 2008, and certain amounts of revolver availability or cash and cash equivalents subject to control agreements in favor of the Collateral Agent.

        Interest on the loans under the First Lien Credit Agreement is at variable rates which can be linked to LIBOR plus the applicable margin, or at a “base rate” of the higher of the U.S. prime rate quoted by The Wall Street Journal and the Federal Funds Rate plus 0.5% per annum, plus the applicable margin. The interest rate increases by 2% in the case of an event of default. The applicable margin is determined as follows:

        (i) during the period commencing on the Closing Date and ending on the next date of determination after the fiscal quarter ending September 30, 2008, the percentage set forth in the applicable column opposite Level I in the table set forth in clause (ii) below and (ii) thereafter, as of each date of determination (and until the next such date of determination), a percentage equal to the percentage set forth below in the applicable column opposite the level corresponding to the Consolidated Senior Leverage Ratio (as defined below) in effect as of the last day of the most recently ended quarter:

LEVEL	CONSOLIDATED SENIOR LEVERAGE RATIO	BASE RATE LOANS	LIBOR RATE LOANS
I	Greater than or equal to 3.0   to 1	4.00	5.00
II	Greater than or equal to 2.00 to 1 and less than 3.00 to 1	3.50	4.50
III	Less than 2.00 to 1	3.25	4.25

        The “Consolidated Senior Leverage Ratio” is the ratio of the loans under the First Lien Credit Agreement on a day to consolidated EBITDA (as defined in the First Lien Credit Agreement) for the last period of four consecutive quarters ending on or before such date (other than for the period ended September 30, 2008, then it is calculated using consolidated EBITDA for the three quarter period then ended multiplied by 4/3).

        In accordance with the Guaranty and Security Agreement entered into by GoAmerica, its subsidiaries, and the Collateral Agent on the Closing Date, the obligations of GoAmerica under the First Lien Credit Agreement are guaranteed by the subsidiaries of GoAmerica, and such obligations and guarantees (the “First Lien Obligations”) are secured by all of the assets of GoAmerica and its subsidiaries, in each case, subject to certain exceptions and limitations.

        Second Lien Credit Facilities and Intercreditor Agreement.

 

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        Concurrently with entering into the First Lien Credit Agreement, GoAmerica entered into the Second Lien Credit Agreement (the “Second Lien Credit Agreement”), dated as of the Closing Date, among GoAmerica, as borrower, the lenders from time to time party thereto, and Clearlake Capital Group, L.P., as administrative agent (the “Second Lien Agent”). The Second Lien Credit Agreement provides for term loans of $30,000,000, all of which was borrowed on the Closing Date. The maturity date of the loans is July 10, 2014, and there are no scheduled amortization payments. Mandatory prepayments are required to be made in the case of certain events, including asset sales, a portion of excess cash flow, proceeds from debt issuances and extraordinary receipts. Voluntary prepayments of principal of the loans are subject to a prepayment penalty, expressed as a percentage of the principal amount so prepaid, of 2% from the Closing Date through but not including the first anniversary of the Closing Date, and 1% from the first anniversary of the Closing Date through but not including the fourth anniversary of the Closing Date. Mandatory prepayments are generally not subject to the payment of penalties except in the case of debt issuances, where the principal amount of loans so prepaid is treated as though they were voluntary prepayments. The affirmative, negative and financial covenants in the Second Lien Credit Agreement are substantially similar to those set forth in the First Lien Credit Agreement, except that in certain circumstances they are less restrictive than those set forth in the First Lien Credit Agreement. Loans under the Second Lien Credit Agreement bear interest at LIBOR plus 9% per annum, which rate increases by 2% in the case of an event of default.

        In accordance with the Second Guaranty and Security Agreement entered into by GoAmerica, its subsidiaries, and the Second Lien Agent on the Closing Date, the obligations of GoAmerica under the Second Lien Credit Agreement are guaranteed by the subsidiaries of GoAmerica, and such obligations and guarantees (the “Second Lien Obligations”) are secured by all of the assets of GoAmerica and its subsidiaries, in each case, subject to certain exceptions and limitations, and subject to the Intercreditor Agreement (referred to below).

        The Intercreditor Agreement, dated as of the Closing Date, by and among the First Lien Administrative Agent, the Collateral Agent and the Second Lien Agent (the “Intercreditor Agreement”), provides for and governs, among other things, the relative priorities among the secured parties under the First Lien Obligations and the Second Lien Obligations. GoAmerica and its subsidiaries acknowledged the Intercreditor Agreement but are not parties thereto.

        Amended and Restated Investor Rights Agreement.

        On the Closing Date, GoAmerica, certain Clearlake entities and certain former shareholders of Hands On entered into an Amended and Restated Investor Rights Agreement (the “Amended Investor Rights Agreement”). The Amended Investor Rights Agreement, which supersedes the investor rights agreement executed on August 1, 2007, continues to provide the holders of the Series A Preferred Stock with demand and piggyback registration rights. The Amended Investor Rights Agreement (1) provides Clearlake with certain information rights and (2) provides that if any holder of shares of Series A Preferred Stock intends to transfer its shares of Series A Preferred Stock to

 

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anyone besides an affiliate of such holder, Clearlake or its affiliates, then all of such holder’s shares of Series A Preferred Stock would be required to be converted into common stock prior to such transfer. In addition, if Clearlake intends to transfer its shares of Series A Preferred Stock to any non-affiliate of Clearlake, then all outstanding share of Series A Preferred Stock held by all holders of Series A Preferred Stock would be required to convert into shares of common stock.

Item 2.01 Completion of Acquisition or Disposition of Assets

        As described above under Item 1.01, on January 10, 2008, the Company acquired the assets of the Verizon Telecommunications Relay Services (“TRS”) division. The Company paid $44 million on the Closing Date, and had previously paid an aggregate of $2 million as deposits. The asset purchase agreement contains earn-out provisions under which the Company may be required to pay up to an additional $8 million in certain circumstances.

        On the same date, the Company closed its merger agreement with Hands On. The Company issued a total of 6,700,000 shares of common stock and paid approximately $35 million in cash in connection with the closing of the merger.

        The Company also issued a total of 7,446,809 shares of Series A Preferred Stock to Clearlake at a price of $5.17 per share in connection with the closing under the Amended and Restated Series A Preferred Stock Purchase Agreement, as amended.

        See Item 3.02 below.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

        See Item 1.01 above.

Item 3.02 Unregistered Sale of Equity Securities.

        See Item 1.01 above. On January 10, 2008, pursuant to an Amended and Restated Stock Purchase Agreement, dated September 12, 2007, as amended, GoAmerica issued a total of 7,446,809 shares of Series A Preferred Stock to Clearlake and related entities at a price of $5.17 per share. On the same date, the Company issued 6,700,000 shares of common stock to the former shareholders of Hands On upon the closing of the Hands On merger. All of these shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended. GoAmerica relied on various representations of the investors concerning investment intent and sophistication in agreeing to issue the shares. Clearlake received certain registration and other rights with respect to such shares of Series A Preferred Stock. See Item 1.01 for a description of the Amended and Restated Investor Rights Agreement. Certain former stockholders of Hands On have registration rights with respect to the

 

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common stock issued to them in the merger pursuant to a Lock-up and Registration Rights Agreement, dated January 10, 2008, among GoAmerica and certain former stockholders of Hands On who are now stockholders of the Company.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

        Upon the closings described above, the following occurred:

        I. Board Composition. Sue Decker, Joseph Korb, Janice Dehesh and David Lyons submitted their resignations from GoAmerica’s board of directors, Steven C. Chang, a designee of Clearlake, was appointed to GoAmerica’s board of directors and Steven Eskenazi, Bill McDonagh and Edmond Routhier (designees of Hands On) were appointed to GoAmerica’s board of directors. Accordingly, GoAmerica’s board of directors currently consists of Aaron Dobrinsky, Daniel R. Luis, King Lee, Behdad Eghbali, Steven C. Chang, Steven Eskenazi, Bill McDonagh and Edmond Routhier. All directors will serve until the next annual meeting and until their successors are duly elected and qualified. As noted in Item 5.03 below, pursuant to the filing of the Company’s Amended and Restated Certificate of Incorporation, GoAmerica no longer has a staggered board.

        II. Committee Composition. The composition of various board committees was revised such that (i) Behdad Eghbali, Steven C. Chang and Steven Eskenazi are the members of the Company’s Compensation Committee, with Mr. Eghbali serving as Chairman of such Committee, (ii) Bill M. McDonagh, Steven Eskenazi and King Lee are the members of the Company’s Audit Committee, with Mr. McDonagh serving as Chairman of such Committee, and (iii) Steven C. Chang, Aaron Dobrinsky and Bill M. McDonagh are the members of the Company’s Nominating Committee, with Mr. Chang serving as Chairman of such Committee.

        III. Changes to Certain Employment Arrangements.

        A. Donald G. Barnhart’s prior employment agreement was superseded by an Agreement Regarding Basic Terms of Employment (the “Superseding Employment Agreement”), pursuant to which Mr. Barnhart will serve the Company as Senior Vice President, Accounting, at a base annual salary of $185,000. The Superseding Employment Agreement provides that Mr. Barnhart will serve on an at will basis, without a specific term of employment. He will be eligible to receive a bonus, and will receive an option grant of 70,000 shares. The options will vest at the rate of one-forty-eighth of such shares per month, provided Mr. Barnhart remains employed with the Company on each vesting date. If Mr. Barnhart’s employment is terminated without Cause or for Good Reason (in each case as defined in the Superseding Employment Agreement), Mr. Barnhart will be entitled to receive 12 months severance.

 

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        B. Jesse Odom’s prior employment agreement was superseded by an Agreement Regarding Basic Terms of Employment (the “Second Superseding Employment Agreement”), pursuant to which Mr. Odom will serve the Company as Senior Vice President, Technology, at a base annual salary of $200,000. The Second Superseding Employment Agreement provides that Mr. Odom will serve on an at will basis, without a specific term of employment. He will be eligible to receive a bonus, and will receive an option grant of 100,000 shares. The options will vest at the rate of one-forty-eighth of such shares per month, provided Mr. Odom remains employed with the Company on each vesting date. If Mr. Odom’s employment is terminated without Cause or for Good Reason (in each case as defined in the Superseding Employment Agreement), Mr. Odom will be entitled to receive 12 months severance.

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

        Pursuant to the terms of the Merger Agreement with Hands On and the Amended and Restated Stock Purchase Agreement with Clearlake, upon the closings described above, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware (the “New Charter”). As described in the Company’s proxy materials for its 2007 annual meeting, the New Charter:

• increases the number of authorized shares of the Company’s preferred stock and Series A Preferred Stock,

• decreases the number of authorized shares of the Company’s common stock,

• removes the provisions creating and maintaining a classified board of directors,

• results in GoAmerica’s opting out of Section 203 of the General Corporation Law of the State of Delaware regarding restrictions on the Company engaging in business combinations with interested stockholders,

• authorizes the holders of the Series A Preferred Stock to appoint two directors to the Company’s board,

• provides for automatic conversion of the Series A Preferred Stock to common stock if the sale of GoAmerica common stock yields $50 million or more in gross proceeds in an underwritten public offering and the average closing price of the common stock is $15.00 or more per share over a 90-day period, and

• provides for a reduction in the rate of dividends payable on the Series A Preferred Stock from 8% per year to 3% per year if the average closing price of the common stock is $20.00 or more per share over a 90-day period at any time one year or more after completion of the Hands On merger.

        The Company also amended its By-laws in connection with the closings described above to delete the provisions providing for a staggered board of directors.

        The New Charter and Amended and Restated By-laws are filed with this Current Report on Form 8-K as Exhibits 3.1 and 3.2.

Item 9.01. Financial Statements and Exhibits.

 

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(a) Financial Statements of Business Acquired. The financial information required by this Item 9.01(a) has not been included with this filing and will be filed by amendment to this Form 8-K no later than 71 days after the date that this initial report must be filed.

(b) Pro Forma Financial Information. The pro forma financial information required by this Item 9.01(b) has not been included with this filing and will be filed by amendment to this Form 8-K no later than 71 days after the date that this initial report must be filed.

(d) Exhibits

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit 3.1	GoAmerica, Inc.’s Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on January 10, 2008.
Exhibit 3.2	GoAmerica, Inc.’s Amended and Restated By-laws (as amended and restated through January 8, 2008).
Exhibit 10.1	First Lien Credit Agreement
Exhibit 10.2	Second Lien Credit Agreement
Exhibit 10.3	First Lien Guaranty and Security Agreement
Exhibit 10.4	Second Lien Guaranty and Security Agreement
Exhibit 10.5	Intercreditor Agreement
Exhibit 10.6	Amended and Restated Investor Rights Agreement
Exhibit 10.7	Lock-up and Registration Rights Agreement

 

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GOAMERICA, INC.

By: /s/ Donald G. Barnhart Donald G. Barnhart, Senior Vice President

Dated: January 15, 2008

 

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EXHIBIT INDEX

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.	Description
Exhibit 3.1	GoAmerica, Inc.’s Amended and Restated Certificate of Incorporation, filed with the  Delaware Secretary of State on January 10, 2008.
Exhibit 3.2	GoAmerica, Inc.’s Amended and Restated By-laws (as amended and restated  through January 8, 2008).
Exhibit 10.1	First Lien Credit Agreement
Exhibit 10.2	Second Lien Credit Agreement
Exhibit 10.3	First Lien Guaranty and Security Agreement
Exhibit 10.4	Second Lien Guaranty and Security Agreement
Exhibit 10.5	Intercreditor Agreement
Exhibit 10.6	Amended and Restated Investor Rights Agreement
Exhibit 10.7	Lock-up and Registration Rights Agreement

 

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EX-3.1

                                                                     Exhibit 3.1

                                                               Execution Version

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 GOAMERICA, INC.


      GoAmerica,  Inc., a corporation  organized and existing  under the laws of
the State of Delaware (the "Corporation"), hereby certifies as follows:

      ONE: The  Certificate of  Incorporation  of the Corporation was originally
filed with the  Secretary of State of the State of Delaware on December 1, 1999,
under the name "GoAmerica,  Inc." A Restated Certificate of Incorporation of the
Corporation  was filed with the  Secretary  of State of the State of Delaware on
August 18, 2005, under the name "GoAmerica, Inc." A Certificate of Designations,
Powers,  Preferences and Rights of the Series A Preferred Stock (par value $0.01
per share) was filed with the  Secretary  of State of the State of  Delaware  on
August 2, 2007.

      TWO:  This  Amended and Restated  Certificate  of  Incorporation  was duly
adopted  by the  board of  directors  and  stockholders  of the  Corporation  in
accordance with Sections 242 and 245 of the General Corporation Law of the State
of Delaware.

      THREE: The Restated  Certificate of Incorporation of the Corporation shall
be amended and restated to read in full as follows:

                                    ARTICLE I
                                    ---------

      The name of the corporation (hereinafter, the "Corporation") is GoAmerica,
Inc.

                                   ARTICLE II
                                   ----------

      The  address  of the  Corporation's  registered  office  in the  State  of
Delaware is Corporation Service  Corporation,  2711 Centerville Road, Suite 400,
Wilmington,  County of New Castle,  Delaware  19808.  The name of its registered
agent at such address is Corporation Service Corporation.

                                  ARTICLE III
                                  -----------

      The nature of the  business or purposes to be  conducted or promoted is to
engage in any lawful act or activity  for which  corporations  may be  organized
under the  General  Corporation  Law of the  State of  Delaware  (the  "Delaware
General Corporation Law").

                                   ARTICLE IV
                                   ----------

      A. Classes of Stock. The Corporation is authorized to issue two classes of
capital stock designated "Common Stock" and "Preferred Stock", respectively. The
total number of shares which the Corporation is authorized to issue is Sixty One
Million, Six Hundred Seventy



One  Thousand,   One  Hundred  Eighty  (61,671,180),   of  which  Fifty  Million
(50,000,000) shares shall be Common Stock, par value $0.01 per share, and Eleven
Million,  Six Hundred  Seventy One  Thousand,  One Hundred  Eighty  (11,671,180)
shares shall be Preferred Stock, par value $0.01 per share.

      B. Rights,  Preferences and Restrictions of Preferred Stock. The Preferred
Stock authorized by this Amended and Restated  Certificate of Incorporation  may
be issued from time to time in one or more series,  without further  stockholder
approval  (except as may be required by Section 6 of this Article IV.B.  below).
Subject to the  provisions  hereof and the  limitations  prescribed  by law, the
Board of Directors of the Corporation (the "Board") is expressly authorized,  by
adopting  resolutions  providing  for the  issuance of shares of any  particular
series and,  if and to the extent  from time to time  required by law, by filing
with the Delaware Secretary of State a certificate setting forth the resolutions
so adopted  pursuant to the Delaware  General  Corporation Law, to establish the
number of shares to be  included  in each  such  series  and to fix the  powers,
including voting powers, designations,  preferences and relative, participating,
optional or other rights,  and the  qualifications,  limitations or restrictions
thereof,  relating to each such series. Subject to the approval requirements set
forth in Section 6 of this Article IV.B. below, the rights, powers,  preferences
and  restrictions  of any such additional  series may be  subordinated  to, pari
passu with (including, without limitation,  inclusion in provisions with respect
to  preferences  on  liquidation,  dissolution or winding up, or with respect to
distributions,  redemption and/or approval of matters by vote), or senior to any
of those of any present or future class or series of  Preferred  Stock or Common
Stock.  Subject  to Section 6 of this  Article  IV.B.  below,  the Board is also
authorized  to increase or decrease  the number of shares of any series prior or
subsequent  to the issue of that  series,  but not below the number of shares of
such series then  outstanding.  In case the number of shares of any series shall
be so decreased,  the shares  constituting such decrease shall resume the status
which they had prior to the  adoption of the  resolution  originally  fixing the
number of shares of such series.  The first such series of Preferred Stock shall
consist of Seven Million, Seven Hundred Thirty Six Thousand,  Nine Hundred Forty
Four  (7,736,944)  shares and is  designated  "Series A  Preferred  Stock"  (the
"Series A Preferred Stock").  The rights,  powers,  preferences and restrictions
granted to and imposed on the Series A Preferred Stock are as set forth below in
this Paragraph B of this Article IV.

            1. Dividend Provisions.

                  (a) Dividend Amount.

                        (i)  Cumulative  Dividends.  Each  outstanding  share of
Series A Preferred Stock shall accrue cash dividends commencing on the date such
share of Series A Preferred  Stock is first  issued (as to each such share,  the
"Series A Issue Date").  The holders of shares of Series A Preferred Stock shall
be entitled to receive, when, as and if declared by the Board, out of any assets
legally   available   therefor,   cumulative  cash  dividends  (the  "Cumulative
Dividend") at the rate of:

                              (x) for each  share of  Series A  Preferred  Stock
      issued prior to the Dividend  Reduction  Date, (I) 8.0% of the face amount
      per annum, compounded quarterly from and including the Series A Issue Date
      to but  excluding  the


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      Dividend  Reduction  Date and  (II)  3.0% of the face  amount  per  annum,
      compounded quarterly from and including the Dividend Reduction Date; and

                              (y) for each  share of  Series A  Preferred  Stock
      issued on or after the Dividend  Reduction  Date,  3.0% of the face amount
      per annum,  compounded  quarterly  from and  including  the Series A Issue
      Date.

                        (ii)  Participation  as  to  Dividends.  To  the  extent
dividends  are paid by the  Corporation  on shares of Common  Stock (in anything
other  than  additional  shares  of  Common  Stock  for  which  a  corresponding
adjustment is made to the Series A Preferred Stock Conversion Price  hereunder),
holders of outstanding shares of Series A Preferred Stock shall also be entitled
to receive,  during each fiscal year,  an amount (if greater than zero) equal to
(x) dividends payable on shares of Common Stock, if any, during such fiscal year
(as if such shares of Series A Preferred  Stock had been  converted  into Common
Stock on the record date for such Common Stock dividend) minus (y) the amount of
Cumulative Dividends that have been paid or have accrued during such fiscal year
pursuant to Section B.1.(a)(i) of this Article IV.

                  (b) Priority.  Cumulative Dividends shall be paid prior and in
preference to any  declaration or payment of any dividend (other than a dividend
paid only in additional shares of Common Stock of the Corporation) on the Common
Stock  of the  Corporation,  except  as  permitted  by this  Section  1(b).  Any
dividends  paid on the Series A Preferred  Stock shall be paid ratably among the
holders of Series A Preferred  Stock  outstanding  as of the  applicable  record
date.

                  (c) Definitions.  Unless the context otherwise  requires,  the
terms  defined in this  Section  (1)(c) of Article  IV.B.  shall  have,  for all
purposes of this Amended and Restated Certificate of Incorporation, the meanings
herein specified (with terms defined in the singular having comparable  meanings
when used in the plural):

      "Closing Price" shall mean, with respect to the Corporation's Common Stock
on any  date,  the  closing  price  on such  date as  reported  on the  National
Association of Securities  Dealers Automated  Quotation System ("NASDAQ") or the
principal U.S.  securities  exchange on which the Corporation's  Common Stock is
then listed,  or, if the Corporation's  Common Stock is not quoted on NASDAQ and
is not listed on a U.S. securities exchange,  as reported on the principal other
market on which the Corporation's Common Stock is then traded. In the absence of
such quotations, the Closing Price shall be deemed to be zero.

      "Dividend  Reduction Date" shall mean the first day after the date that is
one (1) year  following  the date  this  Amended  and  Restated  Certificate  of
Incorporation is filed with the Secretary of State of the State of Delaware upon
which the  average  Closing  Price of the  Corporation's  Common  Stock over the
Trading Days within the 90-day period immediately  preceding such date is $20.00
or  more  per  share  (as  adjusted  for  subsequent  stock  dividends,  splits,
combinations or similar events).

      "Trading Day" shall mean (x) if the  Corporation's  Common Stock is quoted
on NASDAQ, a day on which trades may be made thereon,  (y) if the  Corporation's
Common  Stock is listed or  admitted  for  trading  on another  U.S.  securities
exchange,  a day on  which  such  other


                                      -3-


U.S. securities exchange is open for business or (z) if the Corporation's Common
Stock is not  quoted on NASDAQ  and is not  listed or  admitted  for  trading on
another U.S. securities  exchange,  a weekday on which commercial banks are open
for business in the State of New York.

            2. Liquidation.

                  (a)  Series  A  Liquidation  Preference.  In the  event of any
liquidation,  dissolution  or  winding  up of the  Corporation  ("Liquidation"),
whether voluntary or involuntary,  the holders of Series A Preferred Stock shall
be entitled to receive for each  outstanding  share of Series A Preferred Stock,
prior  and in  preference  to any  distribution  of  any  of the  assets  of the
Corporation  to the  holders  of the Common  Stock by reason of their  ownership
thereof,  an amount per share equal to $5.17 (as adjusted for  subsequent  stock
dividends,  splits,  combinations or similar events with respect to the Series A
Preferred  Stock) ("Series A Issue Price"),  plus an amount equal to all accrued
but unpaid  Cumulative  Dividends and any other accrued but unpaid  dividends on
such share payable hereunder (the "Series A Liquidation  Amount").  If, upon the
occurrence  of such  event,  the  assets and funds  thus  distributed  among the
holders of the Series A  Preferred  Stock  shall be  insufficient  to permit the
payment to such holders of the full preferential amounts aforesaid, then, all of
the assets available for distribution to holders of the Series A Preferred Stock
shall be distributed among and paid to such holders ratably in proportion to the
number of shares of Series A Preferred Stock held by such holders.  Upon payment
of the full preferential amounts set forth above in respect of a share of Series
A Preferred  Stock,  such share of Series A Preferred Stock shall be immediately
surrendered  and  canceled  without  any  further  action  on  the  part  of the
Corporation or the holder thereof.

                  (b) Remaining Assets.  Upon the completion of the distribution
required by  subparagraph  (a) of this Section 2, in the event of a Liquidation,
the  remaining   assets  of  the  Corporation   available  for  distribution  to
stockholders  shall be  distributed  among the holders of Common  Stock pro rata
based on the number of shares of Common Stock held by each.

                  (c) Deemed Liquidation.

                        (i) For purposes of this Section 2, a Liquidation  shall
be deemed  to be  occasioned  by,  or to  include,  the  following  (each of the
following,  as so qualified,  a  "Liquidation  Event"),  unless the holders of a
majority  of the then  outstanding  shares of Series A  Preferred  Stock and the
Corporation  consent in  writing  that such  event or  transaction  or series of
transactions shall not be deemed a Liquidation:

                              (A) the  acquisition of the Corporation by another
      entity  by means of any  transaction  or series  of  related  transactions
      (including,   without   limitation,   any   reorganization,    merger   or
      consolidation,  but excluding (x) any merger effected  exclusively for the
      purpose  of  changing  the  domicile  of  the   Corporation  and  (y)  any
      transaction or series of transactions  in which the beneficial  owners (as
      defined  in Rule  13d-3  under the  Securities  Exchange  Act of 1934,  as
      amended (the "Exchange  Act")) of the stock of the Corporation  having the
      right to vote for the  election of members of the  Corporation's  board of
      directors  immediately  prior to the  consummation of such  transaction or
      transactions are the beneficial owners (as defined in Rule 13d-3 under the


                                      -4-


      Exchange Act) of more than 50% of the stock of the successor entity having
      the right to vote for the election of members of such  successor  entity's
      board of directors  immediately after the consummation of such transaction
      or transactions);

                              (B) a  sale  of all  or  substantially  all of the
      assets of the Corporation and its subsidiaries; or

                              (C) a Change of Control of the Corporation.

As used herein, "Change of Control of the Corporation" means (1) any "person" or
"group"  (within the meaning of Sections  13(d) and 14(d) of the  Exchange  Act)
becoming the beneficial  owner (as defined in Rule 13d-3 under the Exchange Act)
after the first date on which any shares of Series A Preferred Stock were issued
(the "Initial Series A Issue Date"), directly or indirectly, of more than 50% of
the then outstanding voting power of the capital stock of the Corporation or (2)
any "person" or two or more "persons"  (within the meaning of Sections 13(d) and
14(d) of the Exchange  Act) acting in concert shall have acquired by contract or
otherwise,  or shall have  entered  into a contract or  arrangement  that,  upon
consummation  thereof,  will result in its or their  acquisition of the power to
exercise, directly or indirectly, a controlling influence over the management or
policies of the Corporation or control of more than 50% of the then  outstanding
voting power of the capital stock of the Corporation.

                        (ii)  In any  Liquidation  Event,  if the  consideration
received by the Corporation is other than cash or securities,  its value will be
deemed its fair market value, as determined in good faith by the Board. The fair
market value of any securities shall be valued as follows:

                              (A) Securities not subject to investment letter or
      other similar restrictions on free marketability covered by (B) below:

                                    (1)  If  traded  on  a  national  securities
      exchange,  the  value  shall be deemed to be the  average  of the  Closing
      Prices  of the  securities  on such  exchange  or market  over the  thirty
      (30)-Trading Day period ending three (3) days prior to the closing;

                                    (2) If actively traded over-the-counter, the
      value  shall be deemed to be the average of the closing bid or sale prices
      (whichever is applicable)  over the thirty  (30)-Trading Day period ending
      three (3) days prior to the closing; and

                                    (3) If there is no active public market, the
      value shall be the fair market value  thereof,  as mutually  determined in
      good  faith by the Board and the  holders  of at least a  majority  of the
      shares  of the  Series A  Preferred  Stock  then  outstanding  or, if such
      parties cannot agree on such value, within five (5) business days from the
      date that either  party  determines  that the fair market  value cannot be
      agreed upon, a national (or otherwise well-recognized)  investment banking
      firm with expertise in valuation.


                                      -5-


                              (B) The method of valuation of securities  subject
      to investment letter or other  restrictions on free  marketability  (other
      than restrictions arising solely by virtue of a stockholder's status as an
      affiliate or former  affiliate)  shall be to make an appropriate  discount
      from the market value determined as above in (A)(1), (2) or (3) to reflect
      the approximate fair market value thereof,  in each case, as determined by
      a national (or  otherwise  well-recognized)  investment  banking firm with
      expertise in valuation.

                        (iii) The  Corporation  shall give each holder of record
of Series A Preferred  Stock written  notice of such impending  transaction  not
later than the  earlier  of (A)  fourteen  (14) days prior to the  stockholders'
meeting called to approve such  transaction,  or (B) fourteen (14) days prior to
the closing of such transaction,  and shall also promptly notify such holders in
writing of the final  approval of such  transaction.  The first of such  notices
shall describe the material  terms and  conditions of the impending  transaction
and the provisions of this Section 2, and the Corporation  shall thereafter give
holders of Series A Preferred Stock prompt notice of any material  modifications
of such terms and  conditions of such  impending  transaction.  The  transaction
shall  in no  event  take  place  sooner  than  fourteen  (14)  days  after  the
Corporation  has given the first  notice  provided for herein or sooner than ten
(10)  days  after the  Corporation  has given  notice  of any  material  changes
provided for herein;  provided,  however,  that such periods may be shortened or
waived  with the  written  consent of the holders of a majority of the shares of
Series A Preferred Stock then outstanding.

            3. Redemption.

                  (a) If any holder of shares of Series A Preferred  Stock shall
elect at any time after the fifth  (5th)  anniversary  of the  Initial  Series A
Issue Date that the  Corporation  shall redeem (to the extent it may lawfully do
so) the number of shares of Series A Preferred Stock held by such holder that is
specified in a request for redemption delivered to the Corporation by the holder
(accompanied by the  certificates  representing the shares of Series A Preferred
Stock to be so redeemed),  the Corporation shall promptly honor such request for
redemption (to the extent of lawfully  available funds  therefor),  by paying in
cash on the Redemption Date an amount equal to the Series A Redemption Price.

                  (b) The  Corporation  may at any  time (to the  extent  it may
lawfully do so), but no earlier than the fifth (5th)  anniversary of the Initial
Series A Issue  Date,  at the option of the Board of  Directors,  redeem (to the
extent  there are  lawfully  available  funds  therefor) in whole or in part the
Series A  Preferred  Stock by paying  in cash  therefor  an amount  equal to the
Series A Redemption  Price on the  Redemption  Date. The terms of any redemption
pursuant to this Section 3(b) shall be specified in the  Corporation  Redemption
Notice (as defined below). Any redemption effected pursuant to this Section 3(b)
shall be made on a pro rata basis  among the  holders of the Series A  Preferred
Stock in  proportion  to the number of shares of Series A  Preferred  Stock then
held by them.

                  (c) As used herein,  the term "Redemption Date" shall refer to
(i) in the case of  redemption  pursuant to Section 3(a) of this Article  IV.B.,
the date that is  designated by the  Corporation  in the  Redemption  Notice (as
defined below) and which shall not be more than 25 days after the  Corporation's
receipt  of a  request  for  redemption,  and (ii) in the  case of a  redemption
pursuant to Section  3(b) of this  Article  IV.B.,  the date  designated  by the
Corporation


                                      -6-


in the Corporation  Redemption Notice (as defined below) upon which a redemption
is to be effected.  As used herein,  the term "Series A Redemption  Price" shall
have the same meaning as Series A Liquidation Amount.

                  (d) Upon  receipt  of a request  for  redemption  pursuant  to
Section 3(a) of this Article IV.B. (the "Exercise  Notice") within ten (10) days
of the receipt of the Exercise Notice, the Corporation shall give written notice
to each  holder of record of the  Series A  Preferred  Stock (as of the close of
business on the business day next  preceding  the day on which notice is given),
at the address  last shown on the records of the  Corporation  for such  holder,
notifying  such holder of the receipt of the  Exercise  Notice,  the  Redemption
Date, the Series A Redemption  Price, the place at which payment may be obtained
and calling upon such holder to surrender to the Corporation,  in the manner and
at the place designated, his certificate or certificates representing the shares
to be redeemed (the "Redemption Notice").  Each holder of the Series A Preferred
Stock shall have the right to  participate  in the  redemption  described in the
Redemption  Notice  by  delivering  to the  Corporation,  within  10 days of his
receipt of the  Redemption  Notice,  a written  request to  participate  in such
redemption,  which  request  shall  specify  the  number  of  shares of Series A
Preferred Stock such holder is requesting that the  Corporation  redeem.  In the
event that multiple holders request such redemption and the Corporation does not
have sufficient funds lawfully available to accommodate all such requests,  such
redemption  shall be made on a pro rata basis  among the holders of the Series A
Preferred Stock  requesting  redemption in proportion to the number of shares of
Series A Preferred Stock specified in each such holder's request for redemption.

                  (e) In the case of a  redemption  pursuant to Section  3(b) of
this Article IV.B., the Corporation  shall give written notice to each holder of
record (as of the close of business on the business day next  preceding  the day
on which  notice is given),  at the  address  last  shown on the  records of the
Corporation  for such  holder,  notifying  such holder of the  redemption  to be
effected,  specifying the number of shares to be redeemed from such holder,  the
Redemption  Date  (which  may be  the  date  of the  notice  if  payment  of the
Redemption Price is made on such date), the Redemption Price, the place at which
payment  may be  obtained  and  calling  upon such  holder to  surrender  to the
Corporation,  in the  manner and at the place  designated,  his  certificate  or
certificates representing the shares to be redeemed (the "Corporation Redemption
Notice").  If the funds of the Corporation  legally  available for redemption of
shares of Series A Preferred  Stock on a Redemption  Date triggered  pursuant to
Section 3(b) of this Article IV.B. are  insufficient  to redeem the total number
of shares of Series A Preferred  Stock to be redeemed on such date,  those funds
which are legally  available will be used to redeem the maximum  possible number
of such shares  ratably  among the  holders of such shares to be redeemed  based
upon  their  holdings  of  Series A  Preferred  Stock.  The  shares  of Series A
Preferred  Stock not redeemed shall remain  outstanding  and entitled to all the
rights and preferences  provided herein.  At any time thereafter when additional
funds of the Corporation  are legally  available for the redemption of shares of
Series A  Preferred  Stock  such funds  will  immediately  be used to redeem the
balance of the shares which the  Corporation has become obliged to redeem on any
such Redemption Date but which it has not redeemed.

                  (f) On or prior to a Redemption Date, each holder of shares of
Series A Preferred  Stock to be redeemed  on such date shall  surrender  to this
Corporation  the certificate or certificates  representing  such shares,  in the
manner and at the place  designated in the


                                      -7-


Redemption  Notice or the  Corporation  Redemption  Notice,  as applicable,  and
thereupon  the Series A Redemption  Price of such shares shall be payable to the
order of the person whose name appears on such  certificate or  certificates  as
the owner thereof and each  surrendered  certificate  shall be canceled.  In the
event less than all the shares represented by any such certificate are redeemed,
a new certificate shall be issued representing the unredeemed shares.

                  (g) From and after  payment of the Series A Redemption  Price,
all rights of the holders of the shares of Series A Preferred Stock so redeemed,
as holders of such shares of Series A Preferred Stock,  shall cease with respect
to such redeemed shares,  and such shares shall not thereafter be transferred on
the books of the  Corporation  or be deemed to be  outstanding  for any  purpose
whatsoever.

            4.  Conversion.  The holders of the Series A  Preferred  Stock shall
have the following conversion rights:

                  (a) Right to Convert.  Each share of Series A Preferred  Stock
shall be convertible, at the option of the holder thereof, at any time after the
date of issuance of such share at the office of the  Corporation or any transfer
agent for the  Series A  Preferred  Stock,  into such  number of fully  paid and
nonassessable shares of Common Stock as is determined by dividing (1) the Series
A Issue Price plus the amount of all accrued and unpaid Cumulative Dividends and
any other accrued but unpaid  dividends on such Series A Preferred  Stock by (2)
the Conversion Price at the time in effect for the Series A Preferred Stock. The
"Conversion  Price"  per share for  shares of  Series A  Preferred  Stock  shall
initially be equal to the Series A Issue Price (as adjusted  pursuant to Section
4(b) of this Article IV.B. below).

                  (b) Adjustments to the Conversion  Price. The Conversion Price
of the Series A Preferred Stock shall be subject to adjustment from time to time
as follows:

                        (i) (A) Subject to Section 4(b)(v) of this Article IV.B.
below, if this Corporation  shall issue,  after the Initial Series A Issue Date,
any  Additional  Stock  (as  defined  below)  without  consideration  or  for  a
consideration per share less than the Conversion Price for such series in effect
immediately prior to the issuance of such Additional Stock, the Conversion Price
for the  Series A  Preferred  Stock in  effect  immediately  prior to each  such
issuance shall  forthwith  (except as otherwise  provided in this clause (i)) be
adjusted  to a price  determined  by  multiplying  such  Conversion  Price  by a
fraction,  (x) the  numerator  of which  shall be the number of shares of Common
Stock Deemed  Outstanding (as defined below)  immediately prior to such issuance
plus the  number  of shares of Common  Stock  that the  aggregate  consideration
received by this Corporation for such issuance would purchase at such Conversion
Price;  and (y) the denominator of which shall be the number of shares of Common
Stock Deemed  Outstanding  immediately prior to such issuance plus the number of
shares of such Additional Stock.  "Common Stock Deemed  Outstanding" shall mean,
at any given time, the number of shares of Common Stock actually  outstanding at
such time,  plus the number of shares of Common Stock issuable at such time upon
conversion of all outstanding (x) Series A Preferred Stock, (y) then exercisable
options to purchase or rights to subscribe  for Common Stock and (z)  securities
by their terms then convertible into or exchangeable for Common Stock or options
to  purchase  or  rights  to  subscribe  for such  convertible  or  exchangeable
securities, in each case then outstanding.


                                      -8-


                              (B) Except to the limited  extent  provided for in
subsections  (E)(3) and (E)(4) of this  Section  below,  no  adjustment  of such
Conversion  Price pursuant to this  subsection  4(b)(i) shall have the effect of
increasing the Conversion Price above the Conversion Price in effect immediately
prior to such adjustment.

                              (C) In the case of the  issuance  of Common  Stock
for  cash,  the  consideration  shall be  deemed  to be the  amount of cash paid
therefor  before  deducting  any  reasonable  discounts,  commissions  or  other
expenses  allowed,  paid or incurred by this Corporation for any underwriting or
otherwise in connection with the issuance and sale thereof.

                              (D) In the  case  of the  issuance  of the  Common
Stock for a consideration in whole or in part other than cash, the consideration
other  than cash  shall be deemed to be the fair  value  thereof  determined  in
accordance with Section 2(c)(ii) of this Article IV.B.

                              (E) In the case of the issuance  (whether  before,
on or after the Initial Series A Issue Date) of options to purchase or rights to
subscribe  for Common  Stock,  securities  by their  terms  convertible  into or
exchangeable  for Common Stock or options to purchase or rights to subscribe for
such  convertible or exchangeable  securities,  the following  provisions  shall
apply for all purposes of  subsection  4(b)(i) and  subsection  4(b)(ii) of this
Section above:

                                    (1) The aggregate  maximum  number of shares
      of Common Stock  deliverable  upon exercise  (assuming the satisfaction of
      any  conditions  to  exercisability,  including  without  limitation,  the
      passage of time,  but without taking into account  potential  antidilution
      adjustments) of such options to purchase or rights to subscribe for Common
      Stock  shall be  deemed to have been  issued at the time such  options  or
      rights  were  issued and for a  consideration  equal to the  consideration
      (determined  in  the  manner   provided  in  subsections   4(b)(i)(C)  and
      4(b)(i)(D) of this  Subsection  B), if any,  received by this  Corporation
      upon the  issuance of such  options or rights  plus the  minimum  exercise
      price  provided in such  options or rights  (without  taking into  account
      potential antidilution adjustments) for the Common Stock covered thereby.

                                    (2) The aggregate  maximum  number of shares
      of Common Stock  deliverable upon conversion of, or in exchange  (assuming
      the satisfaction of any conditions to convertibility  or  exchangeability,
      including,  without  limitation,  the passage of time,  but without taking
      into account potential antidilution adjustments) for, any such convertible
      or exchangeable  securities or upon the exercise of options to purchase or
      rights to subscribe for such  convertible or  exchangeable  securities and
      subsequent  conversion  or exchange  thereof  shall be deemed to have been
      issued at the time such  securities  were issued or such options or rights
      were issued and for a consideration  equal to the  consideration,  if any,
      received by this  Corporation  for any such securities and related options
      or rights  (excluding any cash received on account of accrued  interest or
      accrued dividends), plus the minimum additional consideration,  if any, to
      be received by this  Corporation  (without  taking into account  potential
      antidilution   adjustments)  upon  the  conversion  or  exchange  of  such
      securities  or  the  exercise  of  any


                                      -9-


      related options or rights (the consideration in each case to be determined
      in the manner  provided in  subsections  4(b)(i)(C) and 4(b)(i)(D) of this
      Subsection B).

                                    (3) In the event of any change in the number
      of shares of Common Stock deliverable or in the  consideration  payable to
      this  Corporation  upon  exercise  of  such  options  or  rights  or  upon
      conversion  of  or  in  exchange  for  such  convertible  or  exchangeable
      securities,  including,  but not limited to, a change  resulting  from the
      antidilution   provisions  thereof  (unless  such  options  or  rights  or
      convertible or  exchangeable  securities were merely deemed to be included
      in the numerator and denominator for purposes of determining the number of
      shares of Common Stock  outstanding for purposes of subsection  4(b)(i)(A)
      of this  Subsection  B), the  Conversion  Price of the Series A  Preferred
      Stock,  to the  extent  in any way  affected  by or  computed  using  such
      options, rights or securities, shall be recomputed to reflect such change,
      but no further  adjustment shall be made for the actual issuance of Common
      Stock or any payment of such  consideration  upon the exercise of any such
      options or rights or the conversion or exchange of such securities.

                                    (4) Upon the  expiration of any such options
      or rights,  the  termination  of any such rights to convert or exchange or
      the  expiration of any options or rights  related to such  convertible  or
      exchangeable  securities,  the Conversion  Price of the Series A Preferred
      Stock,  to the  extent  in any way  affected  by or  computed  using  such
      options,  rights  or  securities  or  options  or rights  related  to such
      securities  (unless  such  options  or  rights  were  merely  deemed to be
      included in the numerator and  denominator for purposes of determining the
      number of shares of Common Stock  outstanding  for purposes of  subsection
      4(b)(i)(A)  of this  Subsection  B),  shall be  recomputed  to reflect the
      issuance of only the number of shares of Common Stock (and  convertible or
      exchangeable  securities  that remain in effect)  actually issued upon the
      exercise of such  options or rights,  upon the  conversion  or exchange of
      such  securities or upon the exercise of the options or rights  related to
      such securities.

                                    (5) The  number of  shares  of Common  Stock
      deemed  issued and the  consideration  deemed  paid  therefor  pursuant to
      subsections   4(b)(i)(E)(1)   and  (2)  of  this  Subsection  B  shall  be
      appropriately adjusted to reflect any change, termination or expiration of
      the type  described  in  either  subsection  4(b)(i)(E)(3)  or (4) of this
      Subsection B.

                        (ii) "Additional  Stock" shall mean any shares of Common
Stock issued (or deemed to have been issued pursuant to subsection 4(b)(i)(E) of
this  Subsection B) by this  Corporation  after the Initial  Series A Issue Date
other than:

                              (A) shares of Common  Stock  issued  pursuant to a
transaction described in subsection 4(b)(iii) of this Subsection B;

                              (B) shares of Common  Stock  issuable or issued to
employees,  consultants  or  directors of this  Corporation  pursuant to a stock
option plan or restricted stock plan approved by the Board;


                                      -10-


                              (C) shares of Common Stock issued or issuable in a
bona fide, underwritten public offering of shares of Common Stock;

                              (D) shares of Common Stock issued or issuable upon
conversion of Series A Preferred Stock or as dividends or  distributions  on the
Series A Preferred  Stock, or upon exercise of options or warrants or conversion
of any other convertible securities outstanding as of the Initial Series A Issue
Date;

                              (E) shares of Common  Stock  issued in  connection
with a bona fide business acquisition of or by this Corporation that is approved
by the Board (including the director or directors appointed or designated by the
holders  of Series A  Preferred  Stock  pursuant  to  Section 7 of this  Article
IV.B.),  whether by merger,  consolidation,  sale of assets, sale or exchange of
stock or otherwise;

                              (F) shares of Common Stock issued or issuable upon
exercise of warrants or other  securities or rights  pursuant to equipment lease
financings or bank credit arrangements  approved by the Board and not undertaken
for the primary purpose of raising equity capital; or

                              (G) shares of Common Stock issued or issuable upon
exercise of warrants or other  securities  or rights to persons or entities with
which this  Corporation  has  business  relationships  or  corporate  partnering
arrangements,  including without limitation,  the acquisition of technology, and
provided that such  issuances are approved by the Board and not  undertaken  for
the primary purpose of raising equity capital.

                        (iii) In the event this  Corporation  should at any time
or from time to time after the Initial  Series A Issue  Date,  fix a record date
for the  effectuation  of a split or  subdivision of the  outstanding  shares of
Common Stock or the determination of holders of Common Stock entitled to receive
a dividend or other distribution payable in additional shares of Common Stock or
other securities or rights  convertible into, or entitling the holder thereof to
receive directly or indirectly,  additional shares of Common Stock  (hereinafter
referred to as "Common Stock Equivalents")  without payment of any consideration
by such holder for the  additional  shares of Common  Stock or the Common  Stock
Equivalents  (including  the  additional  shares of Common Stock  issuable  upon
conversion  or exercise  thereof),  then, as of such record date (or the date of
such dividend,  distribution,  split or subdivision if no record date is fixed),
the  Conversion  Price of the Series A Preferred  Stock  shall be  appropriately
decreased so that the number of shares of Common Stock issuable on conversion of
each share of such series shall be increased in  proportion  to such increase of
the  aggregate of shares of Common Stock  outstanding  and those  issuable  with
respect to such Common Stock Equivalents.

                        (iv) If the number of shares of Common Stock outstanding
at any time after the Initial  Series A Issue Date is decreased by a combination
of the outstanding  shares of Common Stock,  then,  following the record date of
such combination, the Conversion Price for the Series A Preferred Stock shall be
appropriately increased so that the number of shares of Common Stock issuable on
conversion of each share of such series shall be decreased in proportion to such
decrease in outstanding shares.


                                      -11-


                        (v) No adjustment in the number of shares into which the
Preferred  Stock is  convertible  shall be made, by adjustment of the applicable
Conversion  Price or otherwise,  if, prior to such  issuance,  this  Corporation
receives  written  notice  from the holders of at least  two-thirds  of the then
outstanding  shares of Series A Preferred Stock that would otherwise be entitled
to  such  adjustment  agreeing  that  no such  adjustment  shall  be made to the
Conversion Price in connection with such issuance.

                  (c)  Mechanics  of  Conversion.  Before any holder of Series A
Preferred  Stock  shall be  entitled  to convert  the same into shares of Common
Stock, such holder shall surrender the certificate or certificates  representing
such holder's shares of Series A Preferred Stock,  duly endorsed,  at the office
of the Corporation or of any transfer agent for the Series A Preferred Stock and
shall give written notice by mail,  postage  prepaid,  to the Corporation at its
principal  corporate office, of the election to convert the same and shall state
therein the name or names in which the certificate or certificates  representing
shares of Common  Stock are to be  issued.  The  Corporation  shall,  as soon as
practicable  thereafter,  issue and deliver to such holder of Series A Preferred
Stock,  or to the nominee or  nominees  of any such  holder,  a  certificate  or
certificates  representing  the  number of shares of Common  Stock to which such
holder shall be entitled as aforesaid.  Such conversion  shall be deemed to have
been  made  immediately  prior  to the  close  of  business  on the date of such
surrender  of the shares of Series A Preferred  Stock to be  converted,  and the
person or persons  entitled to receive the shares of Common Stock  issuable upon
such  conversion  shall be treated  for all  purposes  as the  record  holder or
holders of such shares of Common Stock as of such date. If the  conversion is in
connection  with a Liquidation  Event,  the conversion may, at the option of the
holder  tendering  Series A Preferred Stock for conversion,  be contingent upon,
and be  deemed  to have  occurred  immediately  prior to,  the  closing  of such
Liquidation Event.

                  (d) No Fractional Shares. No fractional shares shall be issued
upon  conversion  of the  Series  A  Preferred  Stock.  In lieu of  issuing  any
fractional  shares to which such stockholder is entitled,  the Corporation shall
pay cash equal to the product of such  fraction  multiplied by the fair value of
the Common Stock (as determined by the Board) on the date of conversion. Whether
or not fractional  shares are issuable upon such conversion  shall be determined
on the basis of the total  number of shares of Series A Preferred  Stock held by
the holder at the time converting into Common Stock and the aggregate  number of
shares of Common Stock issuable upon such conversion.

                  (e)  Reservation  of  Stock  Issuable  Upon  Conversion.   The
Corporation  shall at all times reserve and keep available out of its authorized
but unissued  shares of Common  Stock  solely for the purpose of  effecting  the
conversion  of shares of the Series A Preferred  Stock such number of its shares
of  Common  Stock  as  shall  from  time to time be  sufficient  to  effect  the
conversion of all outstanding  shares of Series A Preferred Stock; and if at any
time the number of authorized  but unissued  shares of Common Stock shall not be
sufficient to effect the conversion of all then outstanding shares of the Series
A Preferred  Stock,  in addition to such other remedies as shall be available to
the holder of such  Series A Preferred  Stock,  the  Corporation  will take such
corporate  action as may be necessary to increase  its  authorized  but unissued
shares of Common Stock to such number of shares as shall be sufficient  for such
purposes.


                                      -12-


                  (f) Automatic Conversion.

                        (i) After completion of an underwritten  public offering
of the  Corporation's  Common Stock  yielding  proceeds of at least  $50,000,000
before deducting underwriters'  commissions and discounts and offering expenses,
on the first day that the  average  Closing  Price of the  Corporation's  Common
Stock over the Trading Days within the 90-day period immediately  preceding such
date is $15.00 or more per share (as adjusted for  subsequent  stock  dividends,
splits,  combinations or similar events), each share of Series A Preferred Stock
shall   automatically   be  converted   into  such  number  of  fully  paid  and
nonassessable shares of Common Stock as is determined by dividing (1) the Series
A Issue Price plus the amount of all accrued and unpaid Cumulative Dividends and
any other accrued but unpaid  dividends on such Series A Preferred  Stock by (2)
the Conversion Price at the time in effect for the Series A Preferred Stock.

                        (ii) Upon the  occurrence  of the  events  specified  in
subsection (i) in Section 4(f) of this Article IV.B, the  outstanding  shares of
Series A Preferred  Stock shall be converted  automatically  into fully paid and
nonassessable  shares of Common  Stock as set forth  above  without  any further
action  by the  holders  of such  shares  and  whether  or not the  certificates
representing  such shares are  surrendered  to the  Corporation  or its transfer
agent;  provided,  however, that the Corporation shall not be obligated to issue
certificates evidencing the shares of Common Stock issuable upon such conversion
unless the  certificates  evidencing such shares of Series A Preferred Stock are
either  delivered to the Corporation or its transfer agent as provided below, or
the holder notifies the Corporation or its transfer agent that such certificates
have been  lost,  stolen or  destroyed  and  executes  an  agreement  reasonably
satisfactory  to the  Corporation  to indemnify  the  Corporation  from any loss
incurred  by it in  connection  with  the  loss,  theft or  destruction  of such
certificates.  Upon the occurrence of such automatic  conversion of the Series A
Preferred  Stock,  (x) the Corporation  shall notify (the "Automatic  Conversion
Notice")  each  holder  of  Series A  Preferred  Stock who is shown to be such a
holder on the books of the Corporation as of the time immediately  prior to such
conversion and (y) the holders of Series A Preferred  Stock shall  surrender the
certificates  representing  such shares at the office of the  Corporation or any
transfer  agent for the Series A Preferred  Stock,  which shall be designated in
the Automatic Conversion Notice. Thereupon,  there shall be issued and delivered
to such  holder  promptly  at such  office  and in its  name  as  shown  on such
surrendered   certificate  or   certificates,   a  certificate  or  certificates
representing  the  number of shares of Common  Stock  into  which the  shares of
Series A Preferred Stock  surrendered were convertible on the date on which such
automatic conversion occurred.

            5. General Voting Rights.

                  (a) General.  Except as otherwise  provided herein or required
by law, each holder of Series A Preferred  Stock shall be entitled to the number
of votes equal to the number of shares of Common  Stock into which the shares of
Series A Preferred Stock so held could be converted  (subject to the limitations
on  conversion  contained in Section  5(c) of this Article  IV.B.) at the record
date for  determination  of the  stockholders  entitled to vote,  or, if no such
record  date is  established,  at the date  such  vote is  taken or any  written
consent of stockholders  is first executed and delivered.  If the application of
Section 5(c) of this Article IV.B. hereof shall cause a limitation in the number
of shares of Common Stock  otherwise


                                      -13-


issuable into which the shares of Series A Preferred Stock are then convertible,
then the votes  associated with the number of shares of Common Stock that can be
issued  upon  conversion  shall be  proportionately  allocated  to the shares of
Series  A  Preferred  Stock  then  outstanding.  Except  as  required  by law or
otherwise  set forth  herein,  all  shares of Series A  Preferred  Stock and all
shares of Common Stock shall vote together as a single class on an  as-converted
basis  (subject to the  limitations  on conversion  contained in Section 5(c) of
this  Article  IV.B.).  The Series A  Preferred  Stock  shall not be entitled to
cumulative voting except as required by law.

                  (b) No Violation of NASD Rule 4351.  Notwithstanding any other
provision of this Section 5, in the event that the Corporation determines, after
consultation  with  NASDAQ  or  any  other  securities  exchange  on  which  the
Corporation's  Common  Stock is then  listed  or  traded  (after  full  process,
including  any appeal  process  available  to the  Corporation)  that the voting
provisions set forth in this Section 5 violate or conflict with Rule 4351 of the
National Association of Securities Dealers,  Inc. (the "NASD"), or any successor
or similar rule, or the rules or regulations of any such securities  exchange on
which the  Common  Stock is then  listed or  traded,  then the  manner of voting
and/or  number  of votes to which  each  share of  Series A  Preferred  Stock is
entitled shall be modified  and/or reduced to the extent required to comply with
such rule.

                  (c) Minimum Conversion Price Regarding Voting. Notwithstanding
any  contrary  or  inconsistent  provision  hereof,  for  the  purpose  only  of
determining  the number of votes each share of Series A Preferred Stock shall be
entitled to vote pursuant to this Section 5, the Conversion  Price on the record
date for the taking of any vote (or, if no such record date is  established,  at
the date such vote is taken or any written consent of stockholders is solicited)
shall not in any case be deemed less than an amount  equal to the Closing  Price
of the Common  Stock on the Initial  Series A Issue Date (as adjusted to reflect
any stock dividends,  distributions,  combinations,  reclassifications and other
similar  transactions  effected  by the  Corporation  in  respect  to its Common
Stock).

            6. Protective Provisions. Once at least 6,769,826 shares of Series A
Preferred  Stock are issued (as  adjusted  for stock  splits,  stock  dividends,
recapitalizations and the like applicable to the Series A Preferred Stock), then
as long as at  least  2,257,000  shares  of  Series  A  Preferred  Stock  remain
outstanding,  the Corporation  shall not (and shall cause its  subsidiaries  not
to),  without  first  obtaining the approval of the holders of a majority of the
then-outstanding shares of Series A Preferred Stock:

                  (a) issue  any  equity  security  that is pari  passu  with or
senior to the  Series A  Preferred  Stock  (including  additional  shares of the
Series A Preferred Stock) as to liquidation or dividend payments;

                  (b) amend the Corporation's  certificate of incorporation in a
manner  that  adversely  affects the rights of holders of the Series A Preferred
Stock (including any adverse amendment to the rights, preferences and privileges
of the Series A Preferred Stock, and including without  limitation any amendment
to this Section 6);

                  (c)  redeem or  repurchase  any equity  security  that is pari
passu  with or junior  to the  Series A  Preferred  Stock as to  liquidation  or
dividends;


                                      -14-


                  (d) declare or pay any dividend  upon any of the capital stock
of the Corporation, except as set forth in Section 1(a)(i) of this Article IV.B.
above; or

                  (e) dissolve or liquidate the Corporation.

            7. Series A Preferred Stock Board Designee.

                  (a) Once at least 7,736,944 shares of Series A Preferred Stock
are issued (as adjusted for stock splits, stock dividends, recapitalizations and
the like applicable to the Series A Preferred  Stock),  then as long as at least
1,600,000 shares of Series A Preferred Stock remain outstanding (as adjusted for
stock splits, stock dividends,  recapitalizations and the like applicable to the
Series A Preferred  Stock),  the holders of shares of Series A Preferred  Stock,
voting  separately  as a class,  shall be entitled to elect two (2) directors on
the Board at each annual election of directors and in connection with any action
by written consent of the stockholders with respect to the election of directors
(and to fill any vacancies with respect thereto).

                  (b) Once at least 7,736,944 shares of Series A Preferred Stock
are issued (as adjusted for stock splits, stock dividends, recapitalizations and
the like  applicable  to the Series A  Preferred  Stock),  then at any time that
there are more than zero but less than  1,600,000  shares of Series A  Preferred
Stock   outstanding   (as   adjusted   for  stock   splits,   stock   dividends,
recapitalizations  and the like applicable to the Series A Preferred Stock), the
holders of shares of Series A Preferred  Stock,  voting  separately  as a class,
shall be entitled to elect one (1) director on the Board at each annual election
of  directors  and in  connection  with any  action by  written  consent  of the
stockholders  with  respect  to the  election  of  directors  (and to  fill  any
vacancies with respect thereto).

            In the cases of Sections  7(a) and (b) of this Article  IV.B.,  such
representatives  of the  Series  A  Preferred  Stock  shall  have  the  right to
participate  in all  committees  of the Board of Directors  of the  Corporation,
other than in  instances  in which  participation  would result in a conflict of
interest or violation of any  securities law or rule of NASDAQ (or to the extent
the  Corporation's  Common  Stock is  listed or  traded  on  another  securities
exchange,  the relevant rules of such exchange).  Such representatives  shall be
entitled to reimbursement  for expenses on a comparable basis with other members
of the Corporation's Board of Directors.

            8.  Miscellaneous.  Shares of Series A  Preferred  Stock  issued and
redeemed or otherwise  reacquired by the Corporation  shall be retired  promptly
after  the  reacquisition  thereof  and,  upon  compliance  with the  applicable
provisions  of Delaware law,  shall have the status of  authorized  but unissued
shares of preferred stock of the Corporation.

      C. Common Stock.

            1.  Dividend  Rights.  Subject to (a) the prior rights of holders of
all classes of stock at the time outstanding having prior rights as to dividends
(including any series of Preferred Stock), the holders of the Common Stock shall
be entitled to receive when, as and if declared by the Board,  out of any assets
of the Corporation legally available therefor, such dividends as may be declared
from time to time by the Board.


                                      -15-


            2. Liquidation Rights. Subject to the prior rights of holders of all
classes  of  stock  at the  time  outstanding  having  prior  rights,  upon  the
liquidation,  dissolution or winding up of the Corporation (including the Series
A  Preferred  Stock),  the assets of the  Corporation  shall be  distributed  as
provided in Section 2 of this Article IV.B.

            3.  Voting  Rights.  The holder of each share of Common  Stock shall
have the right to one vote per  share,  and shall be  entitled  to notice of any
stockholders'  meeting in  accordance  with the bylaws of this  Corporation  and
applicable  law,  and shall be  entitled  to vote upon such  matters and in such
manner as may be provided by law.

                                   ARTICLE V
                                   ---------

      A. This Corporation shall, to the broadest and maximum extent permitted by
Delaware law, as the same exists from time to time indemnify each person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  by  reason  of the fact  that he or she is or was a  director  or
officer  of  this  Corporation,  or is or was  serving  at the  request  of this
Corporation as a director,  officer,  employee or agent of another  Corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him or her in connection  with such action,
suit or proceeding.

      B. In addition, this Corporation shall, to the broadest and maximum extent
permitted  by Delaware  law, as the same may exist from time to time pay to such
person any and all expenses (including attorneys' fees) incurred in defending or
settling any such action, suit or proceeding in advance of the final disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of the director or officer,  to repay such amount if it shall  ultimately
be determined by a final judgment or other final  adjudication that he or she is
not entitled to be indemnified by this Corporation as authorized in this ARTICLE
V.

      C.  Paragraphs A and B of this ARTICLE V to the contrary  notwithstanding,
this Corporation  shall not indemnify any such person with respect to any of the
following  matters:  (i)  remuneration  paid  to  such  person  if it  shall  be
determined  by  a  final  judgment  or  other  final   adjudication   that  such
remuneration  was in  violation of law; or (ii) any  accounting  of profits made
from the purchase or sale by such person of this Corporation's securities within
the  meaning  of  Section  16(b)  of the  Securities  Exchange  Act of 1934  and
amendments  thereto  or  similar  provisions  of any  federal,  state  or  local
statutory  law;  or  (iii)  actions  brought  about  or  contributed  to by  the
dishonesty  of such  person,  if a final  judgment or other  final  adjudication
adverse to such person establishes that acts of active and deliberate dishonesty
were  committed or attempted  by such person with actual  dishonest  purpose and
intent  and were  material  to the  adjudication;  or (iv)  actions  based on or
attributable  to such person having  gained any personal  profit or advantage to
which he or she was not  entitled,  in the event that a final  judgment or other
final  adjudication  adverse to such person establishes that such person in fact
gained  such  personal  profit  or  other  advantage  to which he or she was not
entitled; or (v) any matter in respect of which a final decision by a court with
competent jurisdiction shall determine that indemnification is unlawful.


                                      -16-


      D. The  rights  to  indemnification  and to the  advancement  of  expenses
conferred  in this ARTICLE V shall not be exclusive of any other right which any
person  may have or  hereafter  acquire  under any  statute,  this  Amended  and
Restated  Certificate  of  Incorporation,  the  bylaws of this  Corporation,  by
agreement, vote of stockholders, or disinterested directors or otherwise.

                                   ARTICLE VI
                                   ----------

            The  following  provisions  are included for the  management  of the
business  and the  conduct of the  affairs of the  Corporation,  and for further
definition,  limitation and regulation of the powers of the  Corporation  and of
its Board of Directors and stockholders:

      A. The Board of Directors of the  Corporation  is expressly  authorized to
adopt, amend or repeal the Bylaws of the Corporation,  subject to any limitation
thereof  contained in the Bylaws.  The stockholders also shall have the power to
adopt, amend or repeal the Bylaws of the Corporation;  provided,  however, that,
in  addition  to any vote of the  holders of any class or series of stock of the
Corporation  required by law or by this Restated  Certificate of  Incorporation,
the  affirmative  vote of the holders of at least  eighty  percent  (80%) of the
voting power of all of the then  outstanding  shares of the capital stock of the
Corporation  entitled to vote  generally  in the election of  directors,  voting
together as a single  class,  shall be  required  to adopt,  amend or repeal any
provision of the Bylaws of the Corporation.

      B.  Stockholders  of the  Corporation  may not take any  action by written
consent in lieu of a meeting.

      C. Special  meetings of stockholders may be called at any time only by the
President, the Chairman of the Board of Directors of the Corporation (if any) or
a majority of the Board of Directors of the Corporation.  Business transacted at
any special meeting of stockholders  shall be limited to matters relating to the
purpose or purposes set forth in the notice of such special meeting.

      D. The Board of Directors of the Corporation, when evaluating any offer of
another party (i) to make a tender or exchange offer for any equity  security of
the Corporation or (ii) to effect a business  combination,  shall, in connection
with the exercise of its judgment in  determining  what is in the best interests
of the  Corporation as a whole, be authorized to give due  consideration  to any
such  factors as the Board of  Directors  of the  Corporation  determines  to be
relevant, including, without limitation:

            1. the interests of the  Corporation's  stockholders,  including the
possibility  that  these  interests  might  be  best  served  by  the  continued
independence of the Corporation;

            2. whether the proposed  transaction  might violate federal or state
laws;

            3.  not  only  the  consideration  being  offered  in  the  proposed
transaction,  in relation to the then current  market price for the  outstanding
capital stock of the  Corporation,  but also to the market price for the capital
stock of the Corporation  over a period of years, the estimated price that might
be achieved in a  negotiated  sale of the  Corporation  as a whole or in part or
through orderly  liquidation,  the premiums over market price for the securities
of other


                                      -17-


corporations  in similar  transactions,  current  political,  economic and other
factors bearing on securities prices and the Corporation's  financial  condition
and future prospects; and

            4. the social, legal and economic effects upon employees, suppliers,
customers,   creditors  and  others  having  similar   relationships   with  the
Corporation, upon the communities in which the Corporation conducts its business
and upon the economy of the state, region and nation.

            In connection  with any such  evaluation,  the Board of Directors of
the Corporation is authorized to conduct such  investigations and engage in such
legal proceedings as the Board of Directors of the Corporation may determine.

      E. In  addition to any vote of the holders of any class or series of stock
of the Corporation  required by law or by this Amended and Restated  Certificate
of Incorporation, the affirmative vote of the holders of at least eighty percent
(80%) of the voting power of all of the then  outstanding  shares of the capital
stock  of  the  Corporation  entitled  to  vote  generally  in the  election  of
directors,  voting  together as a single  class,  shall be required to amend any
provision  of Articles VI or VIII of this Amended and  Restated  Certificate  of
Incorporation.

                                  ARTICLE VII
                                  -----------

            The management of the business and the conduct of the affairs of the
Corporation shall be vested in the Board. At each annual meeting of stockholders
of the  Corporation  commencing  at the first  annual  meeting  of  stockholders
following  the  effectiveness  of  this  Amended  and  Restated  Certificate  of
Incorporation,  all  directors  (exclusive  of  directors  to be  elected by the
holders of any one or more series of  Preferred  Stock  voting  separately  as a
class or classes) shall be elected by the holders of the shares of capital stock
entitled to vote  generally  in the election of  directors  for a one-year  term
expiring at the next succeeding annual meeting of stockholders. The term of each
director  serving as of and  immediately  following  the date of the 2007 annual
meeting of stockholders  shall expire at the next annual meeting of stockholders
after such date,  notwithstanding that such director may have been elected for a
term that extended beyond the date of such annual meeting of stockholders.  Each
director  shall serve until the director's  term expires in accordance  with the
foregoing   provisions  or  until  the  director's  prior  death,   resignation,
disqualification or removal from office; provided that each director shall serve
notwithstanding  the  expiration  of the  director's  term until the  director's
successor  shall be duly  elected  and  qualified.  No decrease in the number of
directors  constituting  the board of  directors  shall  shorten the term of any
incumbent director.

            Election  of   directors   at  an  annual  or  special   meeting  of
stockholders  need not be by written ballot unless the bylaws of the Corporation
shall so provide.

            Meetings of stockholders  may be held within or without the State of
Delaware,  as the bylaws may provide.  The books of the  Corporation may be kept
(subject  to any  provision  contained  in the  statutes)  outside  the State of
Delaware at such place or places as may be  designated  from time to time by the
Board or in the bylaws of the Corporation.


                                      -18-


                                  ARTICLE VIII
                                  ------------

      A director of the Corporation shall not be personally liable either to the
Corporation or to any stockholder  for monetary  damages for breach of fiduciary
duty as a director,  except (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders,  or (ii) for acts or omissions which are
not in good faith or which involve  intentional  misconduct or knowing violation
of the law, or (iii) for any matter in respect of which such  director  shall be
liable under Section 174 of Title 8 of the General  Corporation Law of the State
of Delaware or any amendment thereto or successor provision thereto, or (iv) for
any transaction from which the director shall have derived an improper  personal
benefit.  Neither amendment nor repeal of this paragraph nor the adoption of any
provision of the Amended and Restated Certificate of Incorporation  inconsistent
with this  paragraph  shall  eliminate or reduce the effect of this paragraph in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this  paragraph  of this  Article,  would  accrue  or  arise,  prior to such
amendment, repeal or adoption of an inconsistent provision.

                                   ARTICLE IX
                                   ----------

            The  Corporation  shall not be subject to the  provisions of Section
203 of the General Corporation Law of Delaware.

                  [remainder of page intentionally left blank]


                                      -19-


            IN WITNESS  WHEREOF,  the  undersigned has executed this Amended and
Restated Certificate of Incorporation as of January 10, 2008.

                                                /s/ Daniel R. Luis
                                                --------------------------------
                                                Daniel R. Luis
                                                Chief Executive Officer

EX-3.2

                                                                     Exhibit 3.2

                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                                 GOAMERICA, INC.

                            (a Delaware corporation)
                  (As Amended and Restated on January 8, 2008)

                                    ARTICLE I

                                  Stockholders
                                  ------------

SECTION 1. Annual Meetings. The annual meeting of stockholders for the election
of directors and for the transaction of such other business as may properly come
before the meeting shall be held each year at such date and time, within or
without the State of Delaware, as the Board of Directors shall determine.

SECTION 2. Special Meetings.

      (a) Special meetings of stockholders for the transaction of such business
as may properly come before the meeting may be called by order of the Board of
Directors or by stockholders holding together at least a majority of all the
shares of the Corporation entitled to vote at the meeting.

      (b) Notwithstanding the provisions of Section 2(a), immediately following
the consummation of a public offering by the Corporation of any of its capital
stock, special meetings of stockholders may be called only by the President, the
Chairman of the Board of Directors (if any) or by order of a majority of the
Board of Directors.

      (c) Any such meeting held pursuant to this Section 2 shall be held at such
date and time, within or without the State of Delaware, as may be specified by
such order. Whenever the directors shall fail to fix such place, the meeting
shall be held at the principal executive office of the Corporation.

SECTION 3. Notice of Meetings. Written notice of all meetings of the
stockholders, stating the place, date and hour of the meeting and the place
within the city or other municipality or community at which the list of
stockholders may be examined, shall be mailed or delivered to each stockholder
not less than 10 nor more than 60 days prior to the meeting. Notice of any
special meeting shall state in general terms the purpose or purposes for which
the meeting is to be held and the business transacted at any such meeting shall
be limited to matters relating to the purpose or purposes set forth in the
notice of meeting.



SECTION 4. Fixing Date for Determination of Stockholders of Record. In order
that the Corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors and
which record date: (1) in the case of determination of stockholders entitled to
vote at any meeting of stockholders or adjournment thereof, shall, unless
otherwise required by law, not be more than sixty nor less than ten days before
the date of such meeting; (2) in the case of determination of stockholders
entitled to express consent to corporate action in writing without a meeting,
shall not be more than ten days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors; and (3) in the case of any
other action, shall not be more than sixty days prior to such other action. If
no record date is fixed: (1) the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held; (2) the record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting, when no prior action of the Board of Directors is required by law,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation in
accordance with applicable law, or, if prior action by the Board of Directors is
required by law, shall be at the close of business on the day on which the Board
of Directors adopts the resolution taking such prior action; and (3) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

SECTION 5. Stockholder Lists. The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, either at a place within the city where the meeting is
to be held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list required by this section or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.


                                      -2-


SECTION 6. Quorum. Except as otherwise provided by law or the Corporation's
Certificate of Incorporation, a quorum for the transaction of business at any
meeting of stockholders shall consist of the holders of record of a majority of
the issued and outstanding shares of the capital stock of the Corporation
entitled to vote at the meeting, present in person or by proxy. In the absence
of a quorum, the stockholders so present may, by a majority in voting power
thereof, adjourn the meeting from time to time, until a quorum shall have been
obtained. When a quorum is once present it is not broken by the subsequent
withdrawal of any stockholder.

SECTION 7. Organization. Meetings of stockholders shall be presided over by the
Chairman, if any, or if none or in the Chairman's absence the Vice- Chairman, if
any, or if none or in the Vice-Chairman's absence the President, if any, or if
none or in the President's absence a Vice-President, or, if none of the
foregoing is present, by a chairman to be chosen by the stockholders entitled to
vote who are present in person or by proxy at the meeting. The Secretary of the
Corporation, or in the Secretary's absence an Assistant Secretary, shall act as
secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present, the presiding officer of the meeting shall appoint any
person present to act as secretary of the meeting.

SECTION 8. Voting; Proxies; Required Vote.

      (a) At each meeting of stockholders, every stockholder shall be entitled
to vote in person or by proxy (but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer period),
and, unless the Certificate of Incorporation provides otherwise, shall have one
vote for each share of stock entitled to vote registered in the name of such
stockholder on the books of the Corporation on the applicable record date fixed
pursuant to these By-laws. At all elections of directors the voting may but need
not be by ballot and a plurality of the votes cast there shall be sufficient to
elect. All other elections and questions presented to the stockholders at a
meeting at which a quorum is present shall, unless otherwise provided by the
Certificate of Incorporation, these By-laws, the rules or regulations of any
stock exchange applicable to the Corporation, or applicable law or pursuant to
any regulation applicable to the Corporation or its securities, be decided by
the affirmative vote of the holders of a majority in voting power of the shares
of stock of the Corporation which are present in person or by proxy and entitled
to vote thereon.

      (b) Any action required or permitted to be taken at any meeting of
stockholders may, except as otherwise required by law or the Certificate of
Incorporation, be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of record of the issued and outstanding capital stock of
the Corporation having a majority of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted, and the writing or writings are filed with the permanent
records of the Corporation. Prompt notice of the taking of corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who


                                      -3-


have not consented in writing. Notwithstanding the provisions of this Section
8(b), immediately following the consummation of a public offering by the
Corporation of any of its capital stock, stockholders of the Corporation may not
take any action by written consent in lieu of a meeting. Notwithstanding any
other provision of law, the Certificate of Incorporation or these By-laws, and
notwithstanding the fact that a lesser percentage may be specified by law, the
affirmative vote of the holders of at least eighty percent (80%) of the voting
power of all the then outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to amend or repeal, or to adopt any provision
inconsistent with, this Section 8(b).

      (c) Where a separate vote by a class or classes, present in person or
represented by proxy, shall constitute a quorum entitled to vote on that matter,
the affirmative vote of the majority of shares of such class or classes present
in person or represented by proxy at the meeting shall be the act of such class,
unless otherwise provided in the Corporation's Certificate of Incorporation.

SECTION 9. Inspectors. Unless otherwise required by law, the Board of Directors,
in advance of any meeting, may, but need not, appoint one or more inspectors of
election to act at the meeting or any adjournment thereof. If an inspector or
inspectors are not so appointed, the person presiding at the meeting may, but
need not, appoint one or more inspectors. In case any person who may be
appointed as an inspector fails to appear or act, the vacancy may be filled by
appointment made by the directors in advance of the meeting or at the meeting by
the person presiding thereat. Each inspector, if any, before entering upon the
discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of his ability. The inspectors, if any, shall determine
the number of shares of stock outstanding and the voting power of each, the
shares of stock represented at the meeting, the existence of a quorum, and the
validity and effect of proxies, and shall receive votes, ballot or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the person presiding at the meeting,
the inspector or inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by such inspector or inspectors and
execute a certificate of any fact found by such inspector or inspectors.

SECTION 10. Nominating and Proposal Procedures. Without limiting any other
notice requirements imposed by law, the Certificate of Incorporation or these
By-laws, any nomination for election to the Board of Directors or other proposal
to be presented by any stockholder at a stockholders' meeting (the "Proponent")
will be properly presented only if written notice of the Proponent's intent to
make such nomination or proposal has been personally delivered to and otherwise
in fact received by the Secretary of the Corporation not later than (i) for the
annual meeting, at least 150 days prior to the anniversary date of the prior
year's annual meeting, or (ii) for any special meeting, the close of business on
the tenth day after notice of such meeting is first given to stockholders;
provided,


                                      -4-


however, that nothing contained herein shall limit or restrict the right of any
stockholder to present at a stockholders' meeting any proposal made by such
stockholder in accordance with Rule 14a-8 promulgated pursuant to the Securities
Exchange Act of 1934, as amended, as it may hereafter be amended, or any
successor rule. Such notice by the Proponent to the Corporation shall set forth
in reasonable detail information concerning the nominee (in the case of a
nomination for election to the Board of Directors) or the substance of the
proposal (in the case of any other stockholder proposal), and shall include: (a)
the name and residence address and business address of the stockholder who
intends to present the nomination or other proposal or of any person who
participates or is expected to participate in making such nomination and of the
person or persons, if any, to be nominated and the principal occupation or
employment and the name, type of business and address of the business,
corporation or other organization in which such employment is carried on of each
such stockholder, participant and nominee; (b) a representation that the
Proponent is a holder of record of stock of the Corporation entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
present the nomination or other proposal specified in the notice; (c) a
description of all arrangements or understandings between the Proponent and any
other person or persons (naming such person or persons) pursuant to which the
nomination or other proposal is to be made by the Proponent; (d) such other
information regarding each proposal and each nominee as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nomination or other proposal been
made by the Board of Directors; and (e) the consent of each nominee, if any, to
serve as a director of the Corporation if elected. Within fifteen (15) days
following the receipt by the Secretary of a notice of nomination or proposal
pursuant hereto, the Secretary shall advise the Proponent in writing of any
deficiencies in the notice and of any additional information the Corporation is
requiring to determine the eligibility of the proposed nominee or the substance
of the proposal. A Proponent who has been notified of deficiencies in the notice
of nomination or proposal and/or of the need for additional information shall
cure such deficiencies and/or provide such additional information within fifteen
(15) days after receipt of the notice of such deficiencies and/or the need for
additional information. The presiding officer of a meeting of stockholders may,
in his or her sole discretion, refuse to acknowledge a nomination or other
proposal presented by any person that does not comply with the foregoing
procedure and, upon his or her instructions, all votes cast for such nominee or
with respect to such proposal may be disregarded.


                                      -5-


                                   ARTICLE II

                               Board of Directors
                               ------------------

SECTION 1. General Powers. The business, property and affairs of the Corporation
shall be managed by, or under the direction of, the Board of Directors.

SECTION 2. Qualification; Number; Term; Remuneration.

      (a) Each director shall be at least 18 years of age. A director need not
be a stockholder, a citizen of the United States, or a resident of the State of
Delaware. The number of directors constituting the entire Board shall be such
number as may be fixed from time to time by action of the stockholders or Board
of Directors, but in no event less than one, one of whom may be selected by the
Board of Directors to be its Chairman. The use of the phrase "entire Board"
herein refers to the total number of directors which the Corporation would have
if there were no vacancies.

      (b) Directors who are elected at an annual meeting of stockholders, and
directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of stockholders
and until their successors are duly elected and qualified or until their earlier
resignation or removal.

      (c) Directors may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a
majority of the entire Board shall constitute a quorum. A majority of the
directors present, whether or not a quorum is present, may adjourn a meeting
from time to time to another time and place without notice. The vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

SECTION 4. Places of Meetings. Meetings of the Board of Directors may be held at
any place within or without the State of Delaware, as may from time to time be
fixed by resolution of the Board of Directors, or as may be specified in the
notice of meeting.

SECTION 5. Annual Meeting. Following the annual meeting of stockholders, the
newly elected Board of Directors shall meet for the purpose of the election of
officers and the transaction of such other business as may properly come before
the meeting. Such meeting may be held without notice immediately after the
annual meeting of stockholders at the same place at which such stockholders'
meeting is held.


                                      -6-


SECTION 6. Regular Meetings. Regular meetings of the Board of Directors shall be
held at such times and places as the Board of Directors shall from time to time
by resolution determine. Notice need not be given of regular meetings of the
Board of Directors held at times and places fixed by resolution of the Board of
Directors. Where appropriate communication facilities are reasonably available,
any or all Directors shall have the right to participate in all or any part of a
meeting of the Board of Directors, or any Committee thereof, by means of
conference telephone or any means of communication by which all persons
participating in the meeting are able to hear each other.

SECTION 7. Special Meetings. Special meetings of the Board of Directors shall be
held whenever called by the Chairman of the Board, President, Vice-Chairman or
by a majority of the directors then in office.

SECTION 8. Notice of Special Meetings. A notice of the place, date and time and
the purpose or purposes of each special meeting of the Board of Directors shall
be given to each director by mailing the same at least two days before the
special meeting, or by telegraphing or telephoning the same or by delivering the
same personally not later than the day before the day of the meeting.

SECTION 9. Organization. At all meetings of the Board of Directors, the
Chairman, if any, or if none or in the Chairman's absence or inability to act
the President, or in the President's absence or inability to act any Vice-
President who is a member of the Board of Directors, or in such Vice-President's
absence or inability to act a chairman chosen by the directors, shall preside.
The Secretary of the Corporation shall act as secretary at all meetings of the
Board of Directors when present, and, in the Secretary's absence, the presiding
officer may appoint any person to act as secretary.

SECTION 10. Resignation; Removal. Any director may resign at any time upon
written notice to the Corporation and such resignation shall take effect upon
receipt thereof by the President or Secretary, unless otherwise specified in the
resignation. Any or all of the directors may be removed, with or without cause,
by the holders of a majority of the shares of stock outstanding and entitled to
vote for the election of directors.

SECTION 11. Vacancies. Unless otherwise provided in these By-laws, vacancies on
the Board of Directors, whether caused by resignation, death, disqualification,
removal, an increase in the authorized number of directors or otherwise, may be
filled by the affirmative vote of a majority of the remaining directors,
although less than a quorum, or by a sole remaining director, or at a special
meeting of the stockholders, by the holders of shares entitled to vote for the
election of directors.

SECTION 12. Action by Written Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
all the directors consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board of Directors.


                                      -7-


                                   ARTICLE III

                                   Committees
                                   ----------

SECTION 1. Appointment. From time to time the Board of Directors, by a
resolution adopted by a majority of the entire Board, may appoint any committee
or committees for any purpose or purposes, to the extent lawful, which shall
have powers as shall be determined and specified by the Board of Directors in
the resolution of appointment.

SECTION 2. Procedures, Quorum and Manner of Acting. Each committee shall fix its
own rules of procedure, and shall meet where and as provided by such rules or by
resolution of the Board of Directors. Except as otherwise provided by law, the
presence of a majority of the then appointed members of a committee shall
constitute a quorum for the transaction of business by that committee, and in
every case where a quorum is present the affirmative vote of a majority of the
members of the committee present shall be the act of the committee. Each
committee shall keep minutes of its proceedings, and actions taken by a
committee shall be reported to the Board of Directors.

SECTION 3. Action by Written Consent. Any action required or permitted to be
taken at any meeting of any committee of the Board of Directors may be taken
without a meeting if all the members of the committee consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the committee.

SECTION 4. Term; Termination. In the event any person shall cease to be a
director of the Corporation, such person shall simultaneously therewith cease to
be a member of any committee appointed by the Board of Directors.

                                   ARTICLE IV

                                    Officers
                                    --------

SECTION 1. Officers. The Corporation shall have as officers, a Chairman of the
Board, a President, a Chief Financial Officer, a Secretary and a Treasurer. The
Corporation may also have, at the discretion of the Board of Directors, one or
more Vice Presidents, one or more assistant secretaries, one or more assistant
treasurers and such other officers as the Board may from time to time deem
proper. Any two or more offices may be held by the same person except the
offices of the President and Secretary.

SECTION 2. Election of Officers. The officers of the Corporation shall be chosen
by the Board of Directors.

SECTION 3. Term of Office and Remuneration. The term of office of all officers
shall be one year and until their respective successors have been elected and
qualified, but any officer may be removed from office, either with or without
cause, at any time by the Board of Directors. Any vacancy in any office arising
from any cause may be filled for



                                      -8-


the unexpired portion of the term by the Board of Directors. The remuneration of
all officers of the Corporation may be fixed by the Board of Directors or in
such manner as the Board of Directors shall provide.

SECTION 4. Resignation; Removal. Any officer may resign at any time upon written
notice to the Corporation and such resignation shall take effect upon receipt
thereof by the President or Secretary, unless otherwise specified in the
resignation. Any officer shall be subject to removal, with or without cause, at
any time by vote of a majority of the entire Board.

SECTION 5. Chairman of the Board. The Chairman of the Board of Directors, if
there be one, shall preside at all meetings of the Board of Directors and shall
have such other powers and duties as may from time to time be assigned by the
Board of Directors.

SECTION 6. President. The President shall have general management and
supervision of the property, business and affairs of the Corporation and over
its other officers; may appoint and remove assistant officers and other agents
and employees, other than officers referred to in Section 1 of this Article IV;
and may execute and deliver in the name of the Corporation powers of attorney,
contracts, bonds and other obligations and instruments.

SECTION 7. Vice-President. A Vice-President may execute and deliver in the name
of the Corporation contracts and other obligations and instruments pertaining to
the regular course of the duties of said office, and shall have such other
authority as from time to time may be assigned by the Board of Directors or the
President.


                                      -9-


SECTION 8. Chief Financial Officer.

      (a) The Chief Financial Officer shall keep, or cause to be kept, the books
and records of account of the Corporation.

      (b) The Chief Financial Officer shall deposit all monies and other
valuables in the name and to the credit of the Corporation with such
depositories as may be designated from time to time by resolution of the Board
of Directors. He or she shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, shall render to the President and the Board,
whenever they request it, an account of all of his transactions as Chief
Financial Officer and of the financial condition of the Corporation, and shall
have such other powers and perform such other duties as may be prescribed from
time to time by the Board or as the President may from time to time delegate.

SECTION 9. Treasurer. The Treasurer shall in general have all duties incident to
the position of Treasurer and such other duties as may be assigned by the Board
of Directors or the President.

SECTION 10. Secretary. The Secretary shall in general have all the duties
incident to the office of Secretary and such other duties as may be assigned by
the Board of Directors or the President.

SECTION 11. Assistant Officers. Any assistant officer shall have such powers and
duties of the officer such assistant officer assists as such officer or the
Board of Directors shall from time to time prescribe.

                                    ARTICLE V

                                Books and Records
                                -----------------

SECTION 1. Location. The books and records of the Corporation may be kept at
such place or places within or outside the State of Delaware as the Board of
Directors or the respective officers in charge thereof may from time to time
determine. The record books containing the names and addresses of all
stockholders, the number and class of shares of stock held by each and the dates
when they respectively became the owners of record thereof shall be kept by the
Secretary as prescribed in the By-laws and by such officer or agent as shall be
designated by the Board of Directors.

SECTION 2. Addresses of Stockholders. Notices of meetings and all other
corporate notices may be delivered personally or mailed to each stockholder at
the stockholder's address as it appears on the records of the Corporation.


                                      -10-


                                   ARTICLE VI

                         Certificates Representing Stock
                         -------------------------------

SECTION 1. Certificates; Signatures. The shares of the Corporation shall be
represented by certificates, provided that the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate, signed by or in the name of the Corporation by
the Chairman or Vice-Chairman of the Board of Directors, or the President or
Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, representing the number of shares
registered in certificate form. Any and all signatures on any such certificate
may be facsimiles. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
The name of the holder of record of the shares represented thereby, with the
number of such shares and the date of issue, shall be entered on the books of
the Corporation.

SECTION 2. Transfers of Stock. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, shares of
capital stock shall be transferable on the books of the Corporation only by the
holder of record thereof in person, or by duly authorized attorney, upon
surrender and cancellation of certificates for a like number of shares, properly
endorsed, and the payment of all taxes due thereon.

SECTION 3. Fractional Shares. The Corporation may, but shall not be required to,
issue certificates for fractions of a share where necessary to effect authorized
transactions, or the Corporation may pay in cash the fair value of fractions of
a share as of the time when those entitled to receive such fractions are
determined, or it may issue scrip in registered or bearer form over the manual
or facsimile signature of an officer of the Corporation or of its agent,
exchangeable as therein provided for full shares, but such scrip shall not
entitle the holder to any rights of a stockholder except as therein provided.
The Board of Directors shall have power and authority to make all such rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of certificates representing shares of the Corporation.

SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation may issue a
new certificate of stock in place of any certificate, theretofore issued by it,
alleged to have been lost, stolen or destroyed, and the Board of Directors may
require the owner of any lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify the
Corporation against any claim that may be made against


                                      -11-


it on account of the alleged loss, theft or destruction of any such certificate
or the issuance of any such new certificate.

                                   ARTICLE VII

                                    Dividends
                                    ---------

Subject always to the provisions of law and the Certificate of Incorporation,
the Board of Directors shall have full power to determine whether any, and, if
any, what part of any, funds legally available for the payment of dividends
shall be declared as dividends and paid to stockholders; the division of the
whole or any part of such funds of the Corporation shall rest wholly within the
lawful discretion of the Board of Directors, and it shall not be required at any
time, against such discretion, to divide or pay any part of such funds among or
to the stockholders as dividends or otherwise; and before payment of any
dividend, there may be set aside out of any funds of the Corporation available
for dividends such sum or sums as the Board of Directors from time to time, in
its absolute discretion, thinks proper as a reserve or reserves to meet
contingencies, or for repairing or maintaining any property of the Corporation,
or for such other purpose as the Board of Directors shall think conducive to the
interest of the Corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.

                                  ARTICLE VIII

                                  Ratification
                                  ------------

Any transaction, questioned in any law suit on the ground of lack of authority,
defective or irregular execution, adverse interest of director, officer or
stockholder, non-disclosure, miscomputation, or the application of improper
principles of practices of accounting, may be ratified before or after judgment,
by the Board of Directors or by the stockholders, and if so ratified shall have
the same force and effect as if the questioned transaction had been originally
duly authorized. Such ratification shall be binding upon the Corporation and its
stockholders and shall constitute a bar to any claim or execution of any
judgment in respect of such questioned transaction.

                                   ARTICLE IX

                                 Indemnification
                                 ---------------

SECTION 1. Right to Indemnification. The Corporation shall indemnify and hold
harmless, to the fullest extent permitted by law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action or suit, whether or not by or in
the right of the Corporation, or proceeding, whether civil, criminal,
administrative or investigative


                                      -12-


(collectively, a "proceeding") by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or nonprofit entity, including
service with respect to employee benefit plans, against all liability and loss,
including judgments, fines, ERISA excise taxes or penalties and amounts paid or
to be paid in settlement, incurred, suffered or paid by or on behalf of such
person, and expenses (including attorneys' fees) reasonably incurred by such
person.

SECTION 2. Prepayment of Expenses. The Corporation shall pay the expenses
(including attorneys' fees) incurred in defending any proceeding in advance of
its final disposition, provided, however, that the payment of expenses incurred
by a director or officer in advance of the final disposition of the proceeding
shall be made only upon receipt of an undertaking by the director or officer to
repay all amounts advanced if it should be ultimately determined that the
director or officer is not entitled to be indemnified under this Article or
otherwise.

SECTION 3. Claims. The right to indemnification and payment of expenses under
the Certificate of Incorporation, these By-laws or otherwise shall be a contract
right. If a claim for indemnification or payment of expenses under this Article
is not paid in full within sixty days after a written claim therefor has been
received by the Corporation, the claimant may file suit to recover the unpaid
amount of such claim and, if successful in whole or in part, shall be entitled
to be paid the expense of prosecuting such claim. In any such action the
Corporation shall have the burden of proving that the claimant was not entitled
to the requested indemnification or payment of expenses under applicable law.

SECTION 4. Non-Exclusivity of Rights. The rights conferred on any person by this
Article shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, these By-laws, agreement, vote of stockholders or disinterested
directors or otherwise.

SECTION 5. Other Indemnification. The Corporation's obligation, if any, to
indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such person
may collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or nonprofit enterprise.

SECTION 6. Amendment or Repeal. Any repeal or modification of the foregoing
provisions of this Article IX shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to the
time of such repeal or modification.


                                      -13-


                                    ARTICLE X

                                 Corporate Seal
                                 --------------

The corporate seal shall have inscribed thereon the name of the Corporation and
the year of its incorporation, and shall be in such form and contain such other
words and/or figures as the Board of Directors shall determine. The corporate
seal may be used by printing, engraving, lithographing, stamping or otherwise
making, placing or affixing, or causing to be printed, engraved, lithographed,
stamped or otherwise made, placed or affixed, upon any paper or document, by any
process whatsoever, an impression, facsimile or other reproduction of said
corporate seal.

                                   ARTICLE XI

                                   Fiscal Year
                                   -----------

The fiscal year of the Corporation shall be that which is determined by the
Board of Directors, and is subject to change by the Board of Directors.

                                   ARTICLE XII

                                Waiver of Notice
                                ----------------

Whenever notice is required to be given by these By-laws or by the Certificate
of Incorporation or by law, a written waiver thereof, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to notice.

                                  ARTICLE XIII

                     Bank Accounts, Drafts, Contracts, Etc.
                     --------------------------------------

SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be
authorized by the Board of Directors, the primary financial officer or any
person designated by said primary financial officer, whether or not an employee
of the Corporation, may authorize such bank accounts to be opened or maintained
in the name and on behalf of the Corporation as he may deem necessary or
appropriate, payments from such bank accounts to be made upon and according to
the check of the Corporation in accordance with the written instructions of said
primary financial officer, or other person so designated by the Treasurer.


                                      -14-


SECTION 2. Contracts. The Board of Directors may authorize any person or
persons, in the name and on behalf of the Corporation, to enter into or execute
and deliver any and all deeds, bonds, mortgages, contracts and other obligations
or instruments, and such authority may be general or confined to specific
instances.

SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the
President or any other person designated by either of them shall have the power
and authority to execute and deliver proxies, powers of attorney and other
instruments on behalf of the Corporation in connection with the rights and
powers incident to the ownership of stock by the Corporation. The Chairman, the
President or any other person authorized by proxy or power of attorney executed
and delivered by either of them on behalf of the Corporation may attend and vote
at any meeting of stockholders of any company in which the Corporation may hold
stock, and may exercise on behalf of the Corporation any and all of the rights
and powers incident to the ownership of such stock at any such meeting, or
otherwise as specified in the proxy or power of attorney so authorizing any such
person. The Board of Directors, from time to time, may confer like powers upon
any other person.

SECTION 4. Financial Reports. The Board of Directors may appoint the primary
financial officer or other fiscal officer and/or the Secretary or any other
officer to cause to be prepared and furnished to stockholders entitled thereto
any special financial notice and/or financial statement, as the case may be,
which may be required by any provision of law.

                                   ARTICLE XIV

                                   Amendments
                                   ----------

The Board of Directors of the Corporation is expressly authorized to adopt,
amend or repeal the By-laws of the Corporation, subject, however, to any
limitation thereof contained in these By-laws. By-laws adopted by the Board of
Directors may be repealed or changed, and new By-laws made, by the stockholders,
and the stockholders may prescribe that any By-law made by them shall not be
altered, amended or repealed by the Board of Directors. The stockholders also
shall have the power to adopt, amend or repeal the By-laws of the Corporation;
provided, however, that, immediately following the consummation of a public
offering by the Corporation of any of its capital stock, in addition to any vote
of the holders of any class or series of stock of the Corporation required by
law or by the Certificate of Incorporation, the affirmative vote of the holders
of at least eighty percent (80%) of the voting power of all of the then
outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to adopt, amend or repeal any provision of the By-laws of the
Corporation.


                                      -15-

EX-10.1

                                                                    Exhibit 10.1

                                                               Execution Version

================================================================================

                                CREDIT AGREEMENT

                          Dated as of January 10, 2008

                                      among

                                GOAMERICA, INC.,

                                  as Borrower,

                    THE LENDERS AND L/C ISSUERS PARTY HERETO

                                       and

                            CHURCHILL FINANCIAL LLC,
                            as Administrative Agent,

                                       and

                               ABLECO FINANCE LLC,
                               as Collateral Agent

================================================================================




                                TABLE OF CONTENTS

                                                                            Page

Article I         Definitions, Interpretation and Accounting Terms.............1

      Section 1.1       Defined Terms..........................................1

      Section 1.2       UCC Terms.............................................31

      Section 1.3       Accounting Terms and Principles.......................32

      Section 1.4       Payments..............................................32

      Section 1.5       Interpretation........................................32

Article II        The Facilities..............................................33

      Section 2.1       The Commitments.......................................33

      Section 2.2       Borrowing Procedures..................................33

      Section 2.3       Swing Loans...........................................34

      Section 2.4       Letters of Credit.....................................36

      Section 2.5       Reduction and Termination of the Commitments..........38

      Section 2.6       Repayment of Loans....................................38

      Section 2.7       Optional Prepayments..................................38

      Section 2.8       Mandatory Prepayments.................................39

      Section 2.9       Interest..............................................40

      Section 2.10      Conversion and Continuation Options...................41

      Section 2.11      Fees..................................................41

      Section 2.12      Application of Payments...............................42

      Section 2.13      Payments and Computations.............................43

      Section 2.14      Evidence of Debt......................................44

      Section 2.15      Suspension of Eurodollar Rate Option..................46

      Section 2.16      Breakage Costs; Increased Costs; Capital
                        Requirements..........................................46

      Section 2.17      Taxes.................................................47

      Section 2.18      Substitution of Lenders...............................50

Article III       Conditions To Loans And Letters Of Credit...................51

      Section 3.1       Conditions Precedent to Initial Loans and Letters
                        of Credit.............................................51

      Section 3.2       Conditions Precedent to Each Loan and Letter
                        of Credit.............................................54

      Section 3.3       Determinations of Initial Borrowing Conditions........54

Article IV        Representations and Warranties..............................54

      Section 4.1       Corporate Existence; Compliance with Law..............55

      Section 4.2       Loan and Related Documents............................55


                                      -i-


                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

      Section 4.3       Ownership of Group Members............................56

      Section 4.4       Financial Statements..................................56

      Section 4.5       Material Adverse Effect...............................58

      Section 4.6       Solvency..............................................58

      Section 4.7       Litigation............................................58

      Section 4.8       Taxes.................................................59

      Section 4.9       Margin Regulations....................................59

      Section 4.10      No Burdensome Obligations; No Defaults or Breaches....59

      Section 4.11      Investment Company Act................................59

      Section 4.12      Labor Matters.........................................59

      Section 4.13      ERISA.................................................60

      Section 4.14      Environmental Matters.................................61

      Section 4.15      Intellectual Property.................................61

      Section 4.16      Title; Real Property..................................62

      Section 4.17      Bank and Security Accounts............................63

      Section 4.18      Insurance.............................................63

      Section 4.19      Material Contracts....................................63

      Section 4.20      Anti Terrorism........................................63

      Section 4.21      Delivery of Material Contracts and Related Documents..63

      Section 4.22      Brokers...............................................63

      Section 4.23      Full Disclosure.......................................64

      Section 4.24      Regulatory Matters....................................64

      Section 4.25      Restricted Activities of Inactive Subsidiaries........65

Article V         Financial Covenants.........................................65

      Section 5.1       Maximum Consolidated Leverage Ratio...................65

      Section 5.2       Capital Expenditures..................................65

      Section 5.3       Minimum Net Revenue...................................66

      Section 5.4       Verizon TRS Acquisition Agreement Earn-Out............66

      Section 5.5       Revolver Availability.................................66

Article VI        Reporting Covenants.........................................66

      Section 6.1       Financial Statements..................................66

      Section 6.2       Copies of Notices and Reports.........................69


                                      -ii-



                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

      Section 6.3       Taxes.................................................69

      Section 6.4       Labor Matters.........................................70

      Section 6.5       ERISA Matters.........................................70

      Section 6.6       Environmental Matters.................................70

      Section 6.7       Other Information.....................................71

      Section 6.8       Delivery of Information to Lenders....................71

Article VII       Affirmative Covenants.......................................71

      Section 7.1       Maintenance of Corporate Existence....................71

      Section 7.2       Compliance with Laws, Etc.............................71

      Section 7.3       Payment of Obligations................................71

      Section 7.4       Maintenance of Property and Rights....................71

      Section 7.5       Maintenance of Insurance..............................72

      Section 7.6       Keeping of Books......................................72

      Section 7.7       Access to Books and Property..........................72

      Section 7.8       Environmental.........................................72

      Section 7.9       Use of Proceeds.......................................73

      Section 7.10      Additional Collateral and Guaranties..................73

      Section 7.11      Deposit Accounts; Securities Accounts and
                        Cash Collateral Accounts..............................74

      Section 7.12      Interest Rate Contracts...............................75

      Section 7.13      Payment of Taxes......................................75

      Section 7.14      ERISA.................................................75

      Section 7.15      Post-Closing Matters..................................75

Article VIII      Negative Covenants..........................................75

      Section 8.1       Indebtedness..........................................75

      Section 8.2       Liens.................................................77

      Section 8.3       Investments...........................................77

      Section 8.4       Asset Sales...........................................78

      Section 8.5       Restricted Payments...................................79

      Section 8.6       Prepayment of Indebtedness............................80

      Section 8.7       Fundamental Changes...................................80

      Section 8.8       Change in Nature of Business..........................81

      Section 8.9       Transactions with Affiliates..........................81


                                      -iii-


                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

      Section 8.10      Third-Party Restrictions on Indebtedness, Liens,
                        Investments or Restricted Payments....................81

      Section 8.11      Modification of Certain Documents.....................82

      Section 8.12      Accounting Changes; Fiscal Year.......................82

      Section 8.13      Margin Regulations....................................82

      Section 8.14      Compliance with ERISA.................................82

      Section 8.15      T-Mobile Obligations..................................82

Article IX        Events Of Default...........................................83

      Section 9.1       Definition............................................83

      Section 9.2       Remedies..............................................85

      Section 9.3       Actions in Respect of Letters of Credit...............85

Article X         The Agents..................................................86

      Section 10.1      Appointment and Duties................................86

      Section 10.2      Binding Effect........................................87

      Section 10.3      Use of Discretion.....................................87

      Section 10.4      Delegation of Rights and Duties.......................87

      Section 10.5      Reliance and Liability................................87

      Section 10.6      Each Agent Individually...............................88

      Section 10.7      Lender Credit Decision................................89

      Section 10.8      Expenses; Indemnities.................................89

      Section 10.9      Resignation of Agents or L/C Issuer...................89

      Section 10.10     Release of Collateral or Guarantors...................90

      Section 10.11     Additional Secured Parties............................91

      Section 10.12     Titles................................................91

Article XI        Miscellaneous...............................................91

      Section 11.1      Amendments, Waivers, Etc..............................91

      Section 11.2      Assignments and Participations; Binding Effect........92

      Section 11.3      Costs and Expenses....................................95

      Section 11.4      Indemnities...........................................96

      Section 11.5      Survival..............................................97

      Section 11.6      Limitation of Liability for Certain Damages...........97

      Section 11.7      Lender-Creditor Relationship..........................97

      Section 11.8      Right of Setoff.......................................97

                                      -iv-


                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

      Section 11.9      Sharing of Payments, Etc..............................98

      Section 11.10     Marshaling; Payments Set Aside........................98

      Section 11.11     Notices...............................................98

      Section 11.12     Electronic Transmissions..............................99

      Section 11.13     Governing Law........................................100

      Section 11.14     Jurisdiction.........................................100

      Section 11.15     Waiver of Jury Trial.................................101

      Section 11.16     Severability.........................................101

      Section 11.17     Execution in Counterparts............................101

      Section 11.18     Entire Agreement.....................................101

      Section 11.19     Use of Name..........................................101

      Section 11.20     Non-Public Information; Confidentiality..............102

      Section 11.21     Patriot Act Notice...................................102


                                      -v-


                                TABLE OF CONTENTS
                                   (continued)

                                                                        Page

                                    SCHEDULES

Schedule P-1      -  Permitted Acquisition
Schedule I        -  Commitments
Schedule II       -  Addresses for Notices
Schedule 4.1      -  Permits; Requirements of Law
Schedule 4.2      -  Consents
Schedule 4.3      -  Ownership of the Borrower and Subsidiaries
Schedule 4.4      -  Financial Statements
Schedule 4.4(f)   -  Combined Closing Date Financial Statements
Schedule 4.7      -  Litigation
Schedule 4.12     -  Labor Matters
Schedule 4.13(a)  -  List of Plans - A
Schedule 4.13(b)  -  List of Plans - B
Schedule 4.14     -  Environmental Matters
Schedule 4.15     -  Intellectual Property
Schedule 4.16     -  Real Property
Schedule 4.17     -  Bank and Security Accounts
Schedule 4.18     -  Insurance
Schedule 4.19     -  Material Contracts
Schedule 4.22     -  Brokers
Schedule 4.24     -  FCC and State Compliance
Schedule 7.15     -  Post Closing Matters
Schedule 8.1      -  Existing Indebtedness
Schedule 8.1B        Payoff Debt
Schedule 8.2      -  Existing Liens
Schedule 8.3      -  Existing Investments
Schedule 8.4      -  Permitted Asset Sales
Schedule 11.2     -  Restricted Assigns


                                    EXHIBITS

Exhibit A         -  Form of Assignment
Exhibit B         -  Form of Note
Exhibit C         -  Form of Notice of Borrowing
Exhibit D         -  Form of Swingline Request
Exhibit E         -  Form of L/C Request
Exhibit F         -  Form of Notice of Conversion or Continuation
Exhibit G         -  Form of Compliance Certificate
Exhibit H         -  Form of Guaranty and Security Agreement
Exhibit I         -  Form of Intercreditor Agreement
Exhibit J         -  Initial Projections


                                      -vi-


            This CREDIT AGREEMENT, dated as of January 10, 2008, is entered into
by and among GOAMERICA, INC., a Delaware corporation ("Borrower"), the Lenders
(as defined below), the L/C Issuers (as defined below), CHURCHILL FINANCIAL LLC,
a Delaware limited liability company ("Churchill"), as administrative agent for
the Lenders and the L/C Issuers (in such capacity, and together with its
successors and permitted assigns, the "Administrative Agent") and ABLECO FINANCE
LLC, a Delaware limited liability company ("Ableco") as collateral agent for the
Lenders and the L/C Issuers (in such capacity, and together with its successors
and permitted assigns, the "Collateral Agent" and together with the
Administrative Agent, the "Agents").

            The parties hereto agree as follows:

                                   ARTICLE I

                DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

      Section 1.1 Defined Terms. As used in this Agreement,  the following terms
have the following meanings:

      "Acquisition" means (i) the purchase by GoAmerica Relay of the Verizon TRS
Division (such acquisition the "Verizon TRS Acquisition")  pursuant to the terms
of the Verizon TRS Acquisition Agreement,  and (ii) the purchase by GoAmerica of
Hands On through  the merger  (the "Hands On Merger") of the Merger Sub with and
into Hands On pursuant to the Hands On Merger Agreement.

      "Acquisition  Documents" means the Hands On Merger Agreement,  the Verizon
TRS  Acquisition  Agreement,  the Verizon  Transition  Services  Agreement,  the
Stellar Nordia Managed Services Agreement,  the Verizon Facilities Use Agreement
and the Verizon IP Licensing Agreement

      "Affected Lender" has the meaning specified in Section 2.18.

      "Affiliate"  means,  with respect to any Person,  each officer,  director,
general  partner or  joint-venturer  of such  Person and any other  Person  that
directly or indirectly  controls,  is controlled  by, or is under common control
with,  such  Person;  provided,  however,  that no  Secured  Party  shall  be an
Affiliate of the Borrower.  For purpose of this definition,  "control" means the
possession of either (a) the power to vote, or the beneficial  ownership of, 10%
or more of the Voting  Stock of such  Person or (b) the power to direct or cause
the direction of the management and policies of such Person, whether by contract
or otherwise.

      "Agreement" means this Credit Agreement.

      "Anti-Terrorism Laws" means, collectively, all laws, rules and regulations
and court orders,  injunctions and judicial decisions of all federal,  state and
local  governments and governmental  authorities  relating to terrorism or money
laundering,  including without  limitation  Executive Order No. 13224 (effective
September 24, 2001),  the USA PATRIOT Act, the laws,  rules and  regulations and
court orders, injunctions and judicial decisions comprising the Bank Secrecy Act
and the laws,  rules and regulations and court orders,  injunctions and judicial
decisions  administered  by the U.S.  Department  of Treasury  Office of Foreign
Assets Control.


                                       1


      "Anti-Terrorism  Order" means  Executive Order No. 13,224 of September 24,
2001,  Blocking  Property and Prohibiting  Transactions with Persons Who Commit,
Threaten to Commit or Support  Terrorism,  66 U.S. Fed. Reg. 49, 079 (2001),  as
amended.

      "Applicable  Margin" means,  with respect to Revolving Loans,  Swing Loans
and Term Loans,  a percentage  equal to (a) during the period  commencing on the
Closing  Date and  ending on the next  date of  determination  after the  Fiscal
Quarter  ending  September 30, 2008,  the percentage set forth in the applicable
column  opposite  Level I in the table  set  forth in  clause  (b) below and (b)
thereafter,  as of each date of  determination  (and until the next such date of
determination),  a  percentage  equal to the  percentage  set forth below in the
applicable  column opposite the level  corresponding to the Consolidated  Senior
Leverage  Ratio in effect as of the last day of the most  recently  ended Fiscal
Quarter:

- --------------------------------------------------------------------------------
 LEVEL   CONSOLIDATED SENIOR          BASE RATE LOANS    EURODOLLAR RATE LOANS
         LEVERAGE RATIO
- --------------------------------------------------------------------------------
   I     Greater than or equal to
         3.0 to 1                           4.00                  5.00
- --------------------------------------------------------------------------------
  II     Greater than or equal to
         2.00 to 1 and less than
         3.00 to 1                          3.50                  4.50
- --------------------------------------------------------------------------------
  III    Less than 2.00 to 1                3.25                  4.25
- --------------------------------------------------------------------------------

      Each date of determination  for the "Applicable  Margin" shall be the date
that is three (3) Business Days after  delivery by the Borrower to the Agents of
a new Compliance  Certificate  pursuant to Section 6.1(d). In the event that the
information  contained  in  any  such  Compliance  Certificate  is  shown  to be
inaccurate, and such inaccuracy, if corrected, would have led to the application
of higher  Applicable  Margins for any period (an "Applicable  Period") than the
Applicable  Margins  actually applied for such Applicable  Period,  then (i) the
Borrower shall promptly deliver to the Agents a correct  Compliance  Certificate
for such Applicable Period, (ii) the Applicable Margin shall be determined as if
such  higher  Applicable  Margin  (as set  forth  in the  above  schedule)  were
applicable  for such  Applicable  Period,  and (iii) the Borrower shall promptly
deliver to the Agents full payment in respect of the accrued additional interest
on the Revolving Loans, Swing Loans and Term Loans as a result of such increased
Applicable  Margins for such  Applicable  Period (it being  understood that this
provision  shall in no way limit the  rights of the  Agents  and the  Lenders to
exercise their rights under Section 2.9(c) or Section 9 hereof).

      "Approved Fund" means, with respect to any Lender,  any Person (other than
a natural Person) that (a) is or will be engaged in making, purchasing,  holding
or otherwise  investing in commercial loans and similar  extensions of credit in
the  ordinary  course of its  business and (b) is advised or managed by (i) such
Lender,  (ii) any  Affiliate  of such Lender or (iii) any Person  (other than an
individual)  or any  Affiliate  of any Person  (other than an  individual)  that
administers or manages such Lender.

      "Assignment"  means an assignment  agreement  entered into by a Lender, as
assignor,  and any Person, as assignee,  pursuant to the terms and provisions of
Section 11.2 (with the consent of any party whose consent is required by Section
11.2),  accepted by the Agents,  in substantially  the form of Exhibit A, or any
other form approved by the Agents.

      "Base Rate"  means,  at any time,  a rate per annum equal to the higher of
(a) the rate last quoted by The Wall Street  Journal as the latest  "U.S.  prime
rate" or, if The Wall Street  Journal ceases to quote such rate, the highest per
annum  interest rate published by the Federal  Reserve Board in Federal  Reserve
Statistical  Release  H.15 (519)  (Selected  Interest  Rates) as the "bank prime
loan" rate or, if such rate is no longer quoted therein, any similar rate quoted
therein (as


                                       2


determined  by the Agents) or any similar  release by the Federal  Reserve Board
(as  determined by the Agents) and (b) the sum of 0.5% per annum and the Federal
Funds Rate.

      "Base Rate  Loan"  means any Loan that  bears  interest  based on the Base
Rate.

      "Benefit Plan" means any employee  benefit plan as defined in Section 3(3)
of ERISA  (whether  governed by the laws of the United  States or  otherwise) to
which any Group Member  incurs or otherwise  has any  obligation  or  liability,
contingent or otherwise.

      "Borrowing" means a borrowing  consisting of Loans (other than Swing Loans
and Loans  deemed made  pursuant to Section 2.3 or 2.4) made in one  Facility on
the same day by the Lenders according to their respective Commitments under such
Facility.

      "Business Day" means any day of the year that is not a Saturday, Sunday or
a day on which banks are required or  authorized  to close in New York City and,
when determined in connection with notices and  determinations in respect of any
Eurodollar   Rate  or   Eurodollar   Rate  Loan  or  any  funding,   conversion,
continuation,  Interest  Period or payment of any Eurodollar  Rate Loan, that is
also a day on which  dealings  in Dollar  deposits  are carried on in the London
interbank market.

      "Capital Expenditures" means, for any Person for any period, the aggregate
of all expenditures, whether or not made through the incurrence of Indebtedness,
by such Person and its  Subsidiaries  during  such  period for the  acquisition,
leasing  (pursuant  to a  Capital  Lease),  construction,  replacement,  repair,
substitution  or  improvement  of  fixed  or  capital  assets  or  additions  to
equipment, in each case to the extent required to be capitalized under GAAP on a
Consolidated  balance sheet of such Person,  excluding (a) interest  capitalized
during  construction,  and (b)  expenditures  by any Person to repair or replace
assets to the extent such  expenditures  are made as a reinvestment  of, and are
funded  with,  Net  Cash  Proceeds  from a sale or  insurance  proceeds  and the
reinvestment of such proceeds is permitted  hereunder and (c) expenditures  made
as a tenant in leasehold improvements to the extent reimbursed by landlords.

      "Capital Lease" means, with respect to any Person,  any lease of, or other
arrangement  conveying the right to use, any property (whether real, personal or
mixed) by such  Person as lessee that has been or should be  accounted  for as a
capital  lease on a balance  sheet of such Person  prepared in  accordance  with
GAAP.

      "Capitalized  Lease  Obligations"  means, at any time, with respect to any
Capital  Lease,  any  lease  entered  into  as part of any  Sale  and  Leaseback
Transaction of any Person or any synthetic  lease, the amount of all obligations
of such Person that is (or that would be, if such synthetic lease or other lease
were  accounted for as a Capital  Lease)  capitalized on a balance sheet of such
Person prepared in accordance with GAAP.

      "Cash Collateral Account" means a deposit account or securities account in
the  name of the  Borrower  and  under  the  sole  control  (as  defined  in the
applicable  UCC)  of the  Collateral  Agent  and (a) in the  case  of a  deposit
account, from which the Borrower may not make withdrawals except as permitted by
the Collateral Agent and (b) in the case of a securities  account,  with respect
to which the  Collateral  Agent  shall be the  entitlement  holder  and the only
Person authorized to give entitlement orders with respect thereto.

      "Cash Equivalents" means (a) any readily-marketable  securities (i) issued
by, or directly,  unconditionally  and fully guaranteed or insured by the United
States  federal  government  or


                                       3


(ii)  issued  by  any  agency  of  the  United  States  federal  government  the
obligations of which are fully backed by the full faith and credit of the United
States federal government,  (b) any readily-marketable direct obligations issued
by any other agency of the United States  federal  government,  any state of the
United  States or any  political  subdivision  of any such  state or any  public
instrumentality thereof, in each case having a rating of at least "A-1" from S&P
or at least "P-1" from Moody's, (c) any commercial paper rated at least "A-1" by
S&P or "P-1" by Moody's and issued by any Person organized under the laws of any
state  of the  United  States,  (d) any time  deposit,  insured  certificate  of
deposit, overnight bank deposit or bankers' acceptance issued or accepted by (i)
any Lender or (ii) any commercial  bank that is (A) organized  under the laws of
the  United  States,  any  state  thereof  or  the  District  of  Columbia,  (B)
"adequately  capitalized"  (as defined in the regulations of its primary federal
banking  regulators) and (C) has Tier 1 capital (as defined in such regulations)
in excess of  $250,000,000  and (e) shares of any money market fund that (i) has
substantially  all  of  its  assets  invested   continuously  in  the  types  of
investments  referred to in clause (a), (b), (c) or (d) above with maturities as
set forth in the proviso below,  (ii) has net assets in excess of  $500,000,000,
(iii)  repurchase  agreements  which are  entered  into with a  commercial  bank
described in clause (d)(ii) above and which are secured by securities  described
in clause (a)  above,  and (iv) has  obtained  from  either  S&P or Moody's  the
highest rating obtainable for money market funds in the United States; provided,
however, that the maturities of all obligations specified in any of clauses (a),
(b), (c) and (d) above shall not exceed 365 days.

      "CERCLA"  means the United States  Comprehensive  Environmental  Response,
Compensation, and Liability Act (42 U.S.C. ss.ss. 9601 et seq.).

      "Certificate of Incorporation"  means the Amended and Restated Certificate
of  Incorporation  of the Borrower,  as filed with the Secretary of State of the
State of Delaware on January 10, 2008.

      "Change of Control"  means the  occurrence  of any of the  following:  (a)
Sponsor and Reservoir Capital Group L.P. and their respective Control Investment
Affiliates  shall,   collectively,   cease  to  own  and  control,  directly  or
indirectly,  legally and  beneficially,  all of the economic  and voting  rights
associated with ownership of at least 30% of each class of the outstanding Stock
of Borrower on a fully diluted  basis,  (b) the Borrower  shall cease to own and
control,  legally  and  beneficially,  all of the  economic  and  voting  rights
associated  with ownership of all  outstanding  Stock of all classes of Stock of
each Wholly  Owned  Subsidiary  of  Borrower  except in  connection  with a Sale
permitted  hereby  pursuant  to Section  8.4 or 8.7,  (c) any person or group of
persons (within the meaning of the Securities  Exchange Act of 1934) (other than
the  Sponsor,   Reservoir  Capital  Group  L.P.  and  their  respective  Control
Investment  Affiliates)  shall have acquired  beneficial  ownership  (within the
meaning of Rule 13d-3  promulgated  by the  Securities  and Exchange  Commission
under the  Securities  Exchange  Act of 1934) of more than 30% of the issued and
outstanding shares of capital Stock of Borrower having the right to vote for the
election of directors of Borrower under ordinary  circumstances,  (d) during any
period of twelve consecutive  calendar months,  individuals who at the beginning
of such  period  (or the  Closing  Date for any  period  beginning  prior to the
Closing Date) constituted the board of directors of Borrower  (together with any
new  directors  whose  election by the board of  directors  of Borrower or whose
nomination for election by the  stockholders  of Borrower was approved by a vote
of at least a majority  of the  directors  then still in office who either  were
directors  at the  beginning  of such period (or the Closing Date for any period
beginning  prior to the  Closing  Date)  or whose  election  or  nomination  for
election was  previously  so approved)  cease for any reason other than death or
disability  to  constitute  a majority of the  directors  then in office,  (e) a
"Change of Control" or any term of similar  effect,  as defined in the  document
governing  any  Indebtedness  in an amount in  excess of  $750,000  of any Group
Member,  (f) a "Change of Control"  or any term


                                       4


of  similar  effect as defined in the Second  Lien  Credit  Agreement,  or (g) a
"Change of Control of  Corporation"  or any term of similar effect as defined in
the Certificate of Incorporation.

      "Clearlake"  means  Clearlake  Capital  Group,  L.P.,  a Delaware  limited
partnership.

      "Closing  Date"  means  the  first  date on which  any Loan is made or any
Letter of Credit is Issued.

      "Code" means the U.S.  Internal Revenue Code of 1986, as amended from time
to time, and any regulations promulgated thereunder.

      "Collateral"  means all  property  and  interests in property and proceeds
thereof  now owned or  hereafter  acquired  by any Loan Party in or upon which a
Lien is granted or  purported  to be granted by such Loan Party  pursuant to any
Loan Document.

      "Combined Closing Date Financial  Statements" has the meaning specified in
Section 4.4(f).

      "Commitment"  means, with respect to any Lender,  such Lender's  Revolving
Credit Commitment and Term Loan Commitment.

      "Compliance Certificate" means a certificate  substantially in the form of
Exhibit G

      "Consolidated"  means,  with  respect to any Person,  the accounts of such
Person and its Subsidiaries consolidated in accordance with GAAP.

      "Consolidated Cash Interest Expense" means, with respect to any Person for
any period,  the  Consolidated  Interest  Expense of such Person for such period
paid or payable in cash with respect to such period.

      "Consolidated  EBITDA"  means,  with respect to any Person for any period,
(a) the  Consolidated Net Income of such Person for such period plus (b) the sum
of, in each case to the extent included in the calculation of such  Consolidated
Net Income but without duplication, (i) any provision for United States federal,
state,  local and foreign income taxes or other taxes  measured by income,  (ii)
Consolidated Interest Expense, amortization of debt discount and commissions and
other fees and charges  associated with  Indebtedness,  (iii) any  depreciation,
depletion and amortization  expense,  (iv) any aggregate net loss on the Sale of
property  (other  than  accounts  (as  defined  under  the  applicable  UCC) and
inventory)  outside the  ordinary  course of  business,  (v) any other  non-cash
expenditure,   charge  or  loss  for  such  period   (other  than  any  non-cash
expenditure, charge or loss relating to write-offs, write-downs or reserves with
respect to accounts and  inventory),  including  the amount of any  compensation
deduction as the result of any grant of Stock or Stock Equivalents to employees,
officers, directors or consultants,  (vi) to the extent paid within 12 months of
the Closing  Date,  non-recurring  cash charges and costs  arising in connection
with  the   Acquisition   and  related   transactions   (including  any  related
restructuring  charges  and any  aggregate  net loss on the  Sales  set forth on
Schedule 8.4 hereto) in an aggregate amount not to exceed $10,000,000, and (vii)
to the extent  paid after the  12-month  anniversary  of the Closing  Date,  any
aggregate net loss on the Sales set forth on Schedule 8.4 hereto in an aggregate
amount  not to  exceed  the  lesser  of (A)  $3,000,000  and (B) the cap  amount
referred to in the foregoing  clause (vi) which has not been used, minus (c) the
sum  of,  in  each  case  to the  extent  included  in the  calculation  of such
Consolidated  Net  Income  and  without  duplication,  (i) any credit for United
States  federal  income  taxes or other taxes  measured by net income,  (ii) any


                                       5


interest  income,  (iii)  any  gain  from  extraordinary  items  and  any  other
non-recurring gain, (iv) any aggregate net gain from the Sale of property (other
than  accounts  (as defined in the  applicable  UCC) and  inventory)  out of the
ordinary  course  of  business  by such  Person,  (v) any other  non-cash  gain,
including any reversal of a charge  referred to in clause (b)(v) above by reason
of a decrease in the value of any Stock or Stock Equivalent,  and (vi) any other
cash payment in respect of  expenditures,  charges and losses to the extent that
such items have been added to  Consolidated  EBITDA of such  Person  pursuant to
clause (b)(v) above in any prior period.

      "Consolidated  Interest Expense" means, for any Person for any period, (a)
Consolidated total interest expense of such Person and its Subsidiaries for such
period and including,  in any event, (i) interest capitalized during such period
and net costs under  Interest Rate  Contracts for such period and (ii) all fees,
charges,  commissions,  discounts  and other  similar  obligations  (other  than
reimbursement  obligations) with respect to letters of credit,  bank guarantees,
banker's  acceptances,  surety  bonds  and  performance  bonds  (whether  or not
matured)  payable by such Person and its  Subsidiaries  during such period minus
(b) the sum of (i)  Consolidated  net gains of such Person and its  Subsidiaries
under  Interest Rate  Contracts for such period and (ii)  Consolidated  interest
income of such Person and its Subsidiaries for such period.

      "Consolidated  Leverage Ratio" means, with respect to any Person as of any
date, the ratio of (a) Consolidated  Total Debt of such Person outstanding as of
such date to (b) Consolidated EBITDA for such Person for the last period of four
consecutive  Fiscal  Quarters  ending on or before such date,  provided that for
purposes of determining the Consolidated Leverage Ratio for the quarter ended on
or about September 30, 2008,  Consolidated EBITDA shall be deemed to be equal to
Consolidated EBITDA for the three consecutive Fiscal Quarters ended on September
30, 2008, multiplied by 4/3.

      "Consolidated  Net Income"  means,  with  respect to any  Person,  for any
period,   the  Consolidated  net  income  (or  loss)  of  such  Person  and  its
Subsidiaries  for such period;  provided,  however,  that the following shall be
excluded:  (a) the net income of any other Person in which such Person or one of
its  Subsidiaries  has a joint interest with a third-party  (which interest does
not cause the net income of such other  Person to be  Consolidated  into the net
income of such Person),  except to the extent of the amount of cash dividends or
distributions  paid to such  Person  or  Subsidiary,  (b) the net  income of any
Subsidiary  of such Person that is, on the last day of such  period,  subject to
any restriction or limitation on the payment of dividends or the making of other
distributions,  to the extent of such  restriction or limitation and (c) the net
income of any  other  Person  arising  prior to such  other  Person  becoming  a
Subsidiary  of such Person or merging or  consolidating  into such Person or its
Subsidiaries.

      "Consolidated  Senior  Leverage  Ratio"  means,  with  respect to the Loan
Parties as of any date, the ratio of (a) the aggregate outstanding amount of the
Loans (including Swing Loans) and L/C Obligations to (b) Consolidated EBITDA for
such Person for the last period of four consecutive Fiscal Quarters ending on or
before such date, provided that for the purposes of determining the Consolidated
Senior  Leverage  Ratio for the quarter  ended on or about  September  30, 2008,
Consolidated  EBITDA shall be deemed to be equal to Consolidated  EBITDA for the
three  consecutive  Fiscal  Quarters ended on September 30, 2008,  multiplied by
4/3.

      "Consolidated  Total Debt" of any Person means all  Indebtedness of a type
described in clause (a), (b), (c)(i),  (d), (f) or (h) of the definition thereof
and all Guaranty Obligations with respect to any such Indebtedness, in each case
of such Person and its Subsidiaries on a Consolidated  basis;  provided that the
aggregate amount of any outstanding  Indebtedness  incurred


                                       6


under  Section  8.1(c) in excess of $500,000  shall be deemed to be equal to the
aggregate amount of such Indebtedness multiplied by six (6).

      "Constituent  Documents" means,  with respect to any Person,  collectively
and, in each case,  together with any modification of any term thereof,  (a) the
articles  of  incorporation,  certificate  of  incorporation,   constitution  or
certificate of formation of such Person, (b) the bylaws,  operating agreement or
joint   venture   agreement  of  such  Person,   (c)  any  other   constitutive,
organizational or governing document of such Person,  whether or not equivalent,
and (d) any other document setting forth the manner of election or duties of the
directors,  officers  or  managing  members of such  Person or the  designation,
amount or relative  rights,  limitations  and  preferences  of any Stock of such
Person.

      "Contractual  Obligation" means, with respect to any Person, any provision
of any Security  issued by such Person or of any document or undertaking  (other
than a Loan  Document)  to which such Person is a party or by which it or any of
its property is bound or to which any of its property is subject.

      "Control  Agreement"  means,  with  respect to any  deposit  account,  any
securities  account,  commodity  account,  securities  entitlement  or commodity
contract,  an agreement,  in form and substance  reasonably  satisfactory to the
Agents, among the Collateral Agent, the financial institution or other Person at
which such account is maintained or with which such  entitlement  or contract is
carried  and the  Loan  Party  maintaining  such  account,  effective  to  grant
"control"  (as  defined  under the  applicable  UCC) over  such  account  to the
Collateral Agent.

      "Control  Investment  Affiliate" means, as to any Person, any other Person
that (a) directly or indirectly, is in control of, is controlled by, or is under
common  control  with,  such Person and (b) is  organized  by such Person or any
other Person  referred to in the foregoing  clause (a) primarily for the purpose
of making equity or debt  investments in one or more companies.  For purposes of
this definition,  "control" of a Person means the power, directly or indirectly,
to direct or cause the direction of the  management  and policies of such Person
whether by contract or otherwise.

      "Controlled  Deposit  Account" means each deposit  account  (including all
funds on deposit therein) that is the subject of an effective  Control Agreement
and that is maintained by any Loan Party with a financial institution reasonably
acceptable to the Agents.

      "Controlled Securities Account" means each securities account or commodity
account  (including all financial  assets held therein and all  certificates and
instruments,  if any,  representing or evidencing such financial assets) that is
the subject of an effective Control Agreement and that is maintained by any Loan
Party  with a  securities  intermediary  or  commodity  intermediary  reasonably
acceptable to the Agents.

      "Copyrights"  means all rights,  title and  interests  (and all related IP
Ancillary  Rights)  arising  under  any  Requirement  of Law in or  relating  to
copyrights in works of  authorship of any type and all mask works,  database and
design rights,  whether or not registered or published,  all  registrations  and
recordations thereof and all applications in connection therewith.

      "Corporate  Chart" means a document in form  reasonably  acceptable to the
Agents and setting forth,  as of a date set forth therein,  for each Person that
is a Loan  Party,  that is subject to Section  7.10 or that is a  Subsidiary  or
joint  venture of any of them,  (a) the full legal name of such Person,  (b) the
jurisdiction   of   organization   and  any   organizational   number   and  tax
identification


                                       7


number of such Person (if  available),  (c) the location of such Person's  chief
executive office (or, if applicable,  sole place of business) and (d) the number
of  shares  of each  class  of  Stock  of such  Person  authorized,  the  number
outstanding  and the number and percentage of such  outstanding  shares for each
such class owned, directly or indirectly, by any Loan Party or any Subsidiary of
any of them.

      "Current  Assets"  means all assets that would  properly be  reflected  as
current  assets on a balance sheet for Borrower and its  Subsidiaries  as of the
close of business on the day immediately  preceding any date of determination in
accordance  with GAAP and in a manner  consistent  with the  preparation  of the
Financial Statements.

      "Current  Liabilities"  means  all  liabilities  that  would  properly  be
reflected  as  current  liabilities  on a  balance  sheet for  Borrower  and its
Subsidiaries  as of the close of business on the day  immediately  preceding any
date of  determination  in accordance with GAAP and in a manner  consistent with
the preparation of the Financial  Statements;  provided,  however, that "Current
Liabilities" shall exclude the principal amount of the Loans then outstanding.

      "Customary  Permitted Liens" means, with respect to any Person, any of the
following:

      (a) Liens (i) with respect to the payment of taxes,  assessments  or other
governmental  charges (other than any Lien imposed by ERISA or Code Section 412)
or (ii) of suppliers, carriers, materialmen,  warehousemen, workmen or mechanics
and other similar Liens,  in each case imposed by law or arising in the ordinary
course of business, and, for each of the Liens in clauses (i) and (ii) above for
amounts  that are not  overdue  or that are  being  contested  in good  faith by
appropriate  proceedings diligently conducted and with respect to which adequate
reserves or other  appropriate  provisions  are  maintained on the books of such
Person in accordance with GAAP;

      (b) (i) Liens of a  collection  bank on items in the course of  collection
arising  under Section 4-208 of the UCC as in effect in the State of New York or
any similar  section under any applicable UCC or any similar  Requirement of Law
of any foreign jurisdiction, or (ii) other rights of setoff or banker's liens in
favor of banks or other depository  institutions  arising in the ordinary course
of business;

      (c) pledges or cash deposits  made in the ordinary  course of business (i)
in  connection  with  workers'  compensation,   unemployment  insurance,  social
security or other types of  governmental  insurance or benefits  (other than any
Lien imposed by ERISA or Code Section 412),  (ii) to secure the  performance  of
bids, tenders, leases (other than Capital Leases) sales or other trade contracts
or to secure  liabilities to insurance  carriers,  lessors,  utilities and other
service  providers  (in each case,  other  than for the  repayment  of  borrowed
money),  or (iii)  made in lieu of, or to secure  the  performance  of,  surety,
customs, reclamation or performance bonds (in each case not related to judgments
or litigation);

      (d) judgment  liens (other than for the payment of taxes,  assessments  or
other  governmental  charges)  securing  judgments  and  other  proceedings  not
constituting  an Event of  Default  under  Section  9.1(f)  and  pledges or cash
deposits made in lieu of, or to secure the  performance  of,  judgment or appeal
bonds in respect of such judgments and proceedings;

      (e)  Liens (i)  arising  by  reason  of  zoning  restrictions,  easements,
licenses, reservations,  restrictions, covenants, rights-of-way,  encroachments,
minor defects or irregularities  in title (including  leasehold title) and other
similar  encumbrances  on the use of real property or


                                       8


(ii)  consisting of leases,  licenses or subleases  (other than Capital  Leases)
granted by a lessor,  licensor or sublessor on its real property in the ordinary
course of business that, for each of the Liens in clauses (i) and (ii) above, do
not, in the  aggregate,  materially (x) impair the use or occupancy of such real
property or (y) interfere with the ordinary conduct of the business conducted by
the Loan Parties at such real property;

      (f) Liens of landlords and  mortgagees of landlords (i) arising by statute
or under  any  lease  or  related  Contractual  Obligation  entered  into in the
ordinary  course of  business,  (ii) on fixtures and movable  tangible  property
located on the real property  leased or subleased from such landlord,  and (iii)
for amounts not overdue or that are being contested in good faith by appropriate
proceedings  diligently  conducted  and for  which  adequate  reserves  or other
appropriate  provisions are maintained on the books of such Person in accordance
with GAAP;

      (g) the title and  interest  of a lessor or  sublessor  in and to personal
property leased or subleased (other than through a Capital Lease),  in each case
extending only to such personal property;

      (h) licenses and  sublicenses of  intellectual  property  granted to third
parties  in the  ordinary  course of  business  that do not,  in the  aggregate,
materially  (x) impair the use of such  intellectual  property or (y)  interfere
with the  ordinary  conduct of the  business  conducted by the Loan Parties with
such intellectual property;

      (i) precautionary  financing statements filed in connection with operating
leases; and

      (j) Liens for the benefit of a seller deemed to attach solely to customary
cash earnest money deposits in connection with a letter of intent or acquisition
agreement with respect to a Permitted Acquisition.

      "Default"  means any event that, with the passing of time or the giving of
notice or both, would become an Event of Default.

      "Disclosure  Documents"  means,  collectively,  all documents filed by any
Group Member with the United States Securities and Exchange Commission.

      "Dollars" and the sign "$" each mean the lawful money of the United States
of America.

      "Domestic Person" means any "United States person" under and as defined in
Section 770l(a)(30) of the Code.

      "Domestic  Subsidiary"  means any Subsidiary of the Borrower other than an
Excluded Foreign Subsidiary.

      "Electronic Transmission" means each document, instruction, authorization,
file, information and any other communication  transmitted,  posted or otherwise
made or  communicated  by e-mail or any system used to receive or transmit faxes
electronically, or otherwise to or from an E-System or other equivalent service.

      "Environmental  Laws" means all  Requirements of Law and Permits  imposing
liability  or  standards  of  conduct  for or  relating  to the  regulation  and
protection  of  occupational  health and safety,  human  health and safety (with
respect to Release of or exposure to Hazardous  Materials),  the environment and
natural  resources,   including  CERCLA,  the  SWDA,  the  Hazardous   Materials


                                       9


Transportation  Act (49 U.S.C.  ss.ss.  5101 et seq.), the Federal  Insecticide,
Fungicide,  and  Rodenticide  Act (7  U.S.C.  ss.ss.  136 et  seq.),  the  Toxic
Substances  Control Act (15 U.S.C.  ss.ss.  2601 et seq.), the Clean Air Act (42
U.S.C.  ss.ss. 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C.
ss.ss. 1251 et seq.), the Occupational  Safety and Health Act (29 U.S.C.  ss.ss.
651 et seq.), the Safe Drinking Water Act (42 U.S.C. ss.ss. 300(f) et seq.), all
regulations  promulgated under any of the foregoing,  all analogous Requirements
of Law and Permits and any environmental  transfer of ownership  notification or
approval  statutes,  including the Industrial Site Recovery Act (N.J. Stat. Ann.
ss.ss. 13:1K-6 et seq.).

      "Environmental  Liabilities"  means all  Liabilities  (including  costs of
Remedial   Actions,   natural   resource  damages  and  costs  and  expenses  of
investigation  and  feasibility  studies) that may be imposed on, incurred by or
asserted  against  any Group  Member as a result of, or  related  to, any claim,
suit, action,  investigation,  proceeding or demand by any Person, whether based
in contract,  tort, implied or express warranty,  strict liability,  criminal or
civil statute or common law, or otherwise,  arising under any  Environmental Law
or in connection with any Release of or exposure to any Hazardous Material,  and
resulting from the ownership,  lease,  sublease or other operation or occupation
of property by any Group Member, whether on, prior or after the date hereof.

      "Equity Investors" means the Sponsor, Reservoir Capital Group L.P. and the
other  Persons  purchasing  Preferred  Stock of Borrower  pursuant to the Equity
Investment Documents.

      "Equity Investors Equity Investment" means the purchase of Preferred Stock
by the Equity  Investors  from the Borrower for a cash purchase price of no less
than $38,500,000.

      "Equity  Investors  Investment  Documents" means each document executed in
connection with the Equity Investors Equity Investment,  including the Preferred
Stock  Purchase  Agreement,  the  Certificate  of  Incorporation  and all  other
agreements, instruments and documents relating thereto.

      "ERISA" means the United States Employee Retirement Income Security Act of
1974, as amended from time to time, and any regulations promulgated thereunder.

      "ERISA Affiliate" means,  collectively,  any Group Member,  and any Person
under common control,  or treated as a single  employer,  with any Group Member,
within the meaning of Section 414(b), (c), (m) or (o) of the Code.

      "ERISA Event" means any of the following: (a) a reportable event described
in Section 4043(b) of ERISA (or,  unless the 30-day notice  requirement has been
duly waived under the  applicable  regulations,  Section  4043(c) of ERISA) with
respect to a Title IV Plan,  (b) the  withdrawal of any ERISA  Affiliate  from a
Title IV Plan  subject to Section  4063 of ERISA  during a plan year in which it
was a substantial  employer,  as defined in Section 4001(a)(2) of ERISA, (c) the
complete or partial  withdrawal of any ERISA  Affiliate  from any  Multiemployer
Plan,  (d) the  filing of a notice of  intent to  terminate  a Title IV Plan (or
treatment of a plan amendment as termination)  under Section 4041 of ERISA,  (e)
the  institution of  proceedings  to terminate a Title IV


                                       10


Plan or  Multiemployer  Plan by the PBGC,  (f) the failure to make any  required
contribution  to any  Title IV Plan or  Multiemployer  Plan  when  due,  (g) the
imposition  of a lien under  Sections  412 or 430 of the Code or Section  302 or
4068 of ERISA on any property (or rights to property,  whether real or personal)
of any  ERISA  Affiliate,  (h)  the  failure  of a  Benefit  Plan  or any  trust
thereunder intended to qualify for tax exempt status under Section 401 or 501 of
the Code or other Requirements of Law to qualify thereunder, (i) the termination
of a Title IV Plan described in Section 4064 of ERISA;  (j) the termination of a
Multiemployer  Plan under  Section  4041A of ERISA;  (k) the  reorganization  or
insolvency of a  Multiemployer  Plan under Section 4241 or 4245 of ERISA;  (l) a
Title IV Plan is in "at risk status" within the meaning of Code Section  430(i),
(m) a Multiemployer  Plan is in "endangered  status" or "critical status" within
the meaning of Code Section 432(b);  (n) an ERISA Affiliate incurs a substantial
cessation  of  operations  within the  meaning of ERISA  Section  4062(e),  with
respect  to a Title IV Plan;  or (o) any other  event or  condition  that  might
reasonably be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Title IV Plan
or  Multiemployer  Plan or for the  imposition of any  liability  upon any ERISA
Affiliate  under  Title IV of ERISA  other  than for PBGC  premiums  due but not
delinquent.

      "E-Signature"  means the process of attaching to or logically  associating
with an  Electronic  Transmission  an  electronic  symbol,  encryption,  digital
signature or process  (including the name or an  abbreviation of the name of the
party  transmitting  the  Electronic  Transmission)  with  the  intent  to sign,
authenticate or accept such Electronic Transmission.

      "E-System"  means  any  electronic  system,  including  Intralinks(R)  and
ClearPar(R)  and  any  other  Internet  or  extranet-based  site,  whether  such
electronic  system is owned,  operated  or  hosted by the  Agents,  any of their
Related  Persons or any other Person,  providing for access to data protected by
passcodes or other security system.

      "Eurodollar Base Rate" means,  with respect to any Interest Period for any
Eurodollar Rate Loan, the rate determined by the Administrative  Agent to be the
offered  rate  for  deposits  in  Dollars  for the  applicable  Interest  Period
appearing on the Reuters Screen  LIBOR01 Page as of 11:00 a.m.  (London time) on
the second  full  Business  Day next  preceding  the first day of each  Interest
Period.  In the  event  that such rate  does not  appear on the  Reuters  Screen
LIBOR01 Page (or otherwise on the Reuters  screen) at such time, the "Eurodollar
Base Rate" shall be  determined by reference to such other  comparable  publicly
available  service for displaying the offered rate for deposit in Dollars in the
London interbank market as may be selected by the  Administrative  Agent and, in
the absence of availability, such other method to determine such offered rate as
may be selected by the Administrative Agent in its sole discretion.

      "Eurodollar  Rate" means,  with respect to any Interest Period and for any
Eurodollar Rate Loan, an interest rate per annum  determined as the ratio of (a)
the  Eurodollar  Base  Rate  with  respect  to such  Interest  Period  for  such
Eurodollar  Rate  Loan to (b) the  difference  between  the  number  one and the
Eurodollar  Reserve  Requirements  with respect to such Interest  Period and for
such Eurodollar Rate Loan.

      "Eurodollar  Rate Loan"  means any Loan that bears  interest  based on the
Eurodollar Rate.

      "Eurodollar  Reserve  Requirements"  means,  with  respect to any Interest
Period  and  for any  Eurodollar  Rate  Loan,  a rate  per  annum  equal  to the
aggregate,  without  duplication,  of the maximum rates  (expressed as a decimal
number) of reserve  requirements  in effect two (2)  Business  Days prior to the
first day of such Interest Period (including basic,  supplemental,  marginal and
emergency  reserves) under any regulations of the Federal Reserve Board or other
Governmental  Authority  having  jurisdiction  with respect thereto dealing with
reserve requirements  prescribed for eurocurrency funding (currently referred to
as  "eurocurrency  liabilities"  in Regulation D of the Federal  Reserve  Board)
maintained by a member bank of the United States Federal Reserve System.

      "Event of Default" has the meaning specified in Section 9.1.


                                       11


      "Excess  Cash Flow"  means,  for any period,  (a)  Consolidated  EBITDA of
Borrower for such period minus, (b) without duplication,  (i) any cash principal
payment on the Loans  during such  period  (but only,  in the case of payment in
respect of Revolving Loans, to the extent that the Revolving Credit  Commitments
are permanently  reduced by the amount of such payment) other than any mandatory
prepayment  required  pursuant to Section  2.8(a)  because of the  existence  of
Excess  Cash  Flow or  pursuant  to  Section  2.8(b),  (ii) any  scheduled  cash
principal  payment made by the Borrower or any of its  Subsidiaries  during such
period on any Capitalized  Lease Obligation or other  Indebtedness (but only, if
such  Indebtedness  may be reborrowed,  to the extent such payment  results in a
permanent reduction in commitments thereof),  (iii) any Capital Expenditure made
by  Borrower  or any of its  Subsidiaries,  during  such  period  to the  extent
permitted  by this  Agreement,  excluding  the  portion  thereof  financed  with
long-term  Indebtedness  (other  than the  Obligations)  or the  proceeds of the
issuance or sale of Stock by the Borrower,  (iv) the Consolidated  Cash Interest
Expense of Borrower  and its  Subsidiaries  for such  period,  (v) any cash paid
during such period or payable with respect to such period to satisfy obligations
for United States  federal  income taxes or other taxes  measured by net income,
(vi) any out-of-pocket  costs and expenses of the Sponsor  reimbursed in cash by
the Borrower to the Sponsor under the Management  Agreement  during such period,
(vii) any cash paid or payable  with  respect to such period that is included in
the calculation of Consolidated  EBITDA pursuant to clauses (b)(vi) and (b)(vii)
of the  definition  thereof,  and (viii) any increase in the Working  Capital of
Borrower  during such period  (measured as the excess of such Working Capital at
the end of such  period  over such  Working  Capital  at the  beginning  of such
period) (or plus any  decrease in the  Working  Capital of Borrower  during such
period  (measured as the excess of such Working Capital at the beginning of such
period  over such  Working  Capital at the end  thereof)),  and plus (c) without
duplication,  to the extent included in the  calculation of Consolidated  EBITDA
pursuant to clause (b)(i) of the  definition  thereof,  any provision for United
States federal income taxes or other taxes measured by net income.

      "Excluded Foreign Subsidiary" means any Subsidiary of Borrower that is not
a  Domestic  Person  and in respect of which any of (a) the pledge of all of the
Stock of such  Subsidiary as Collateral  for the  Obligations,  (b) the grant by
such  Subsidiary  of a Lien  on  any  of its  property  as  Collateral  for  any
Obligation  of  Borrower  or  any  Subsidiary  thereof  or (c)  such  Subsidiary
incurring Guaranty Obligations with respect to any Obligation of the Borrower or
any Domestic  Person would,  in the good faith  judgment of Borrower,  result in
incremental adverse tax consequences to the Loan Parties and their Subsidiaries;
provided,  however, that (x) the Agents and Borrower may agree that, despite the
foregoing, any such Subsidiary shall not be an "Excluded Foreign Subsidiary" and
(y) no such  Subsidiary  shall be an  "Excluded  Foreign  Subsidiary"  if,  with
substantially  similar tax  consequences,  such  Subsidiary has entered into any
Guaranty  Obligations  with respect to, such  Subsidiary  has granted a security
interest in any of its property to secure,  or more than 66% of the Voting Stock
of  such  Subsidiary  was  pledged  to  secure,  directly  or  indirectly,   any
Indebtedness (other than the Obligations) of any Loan Party.

      "Extraordinary  Receipts"  means any cash received by any Group Member not
in the ordinary  course of business (and not  consisting of proceeds of Sales of
assets,  Indebtedness or Stock), from (i) foreign, United States, state or local
tax refunds,  (ii) pension plan  reversions,  (iii)  proceeds of insurance  (but
excluding (x) proceeds of business  interruption  insurance to the extent of the
actual out-of-pocket costs and expenses (including those relating to any damages
to  property)  incurred by such Group  Member in  connection  with the events to
which such  insurance  payments  relate and (y) any Property  Loss Event),  (iv)
judgments,  proceeds  of  settlements  or  other  consideration  of any  kind in
connection with any cause of action,  (v)  condemnation  awards (and payments in
lieu  thereof),  (vi)  indemnity  payments to the extent in excess of the actual
out-of-pocket  costs and expenses  (including  those  relating to any damages to
property)  incurred by


                                       12


such Group Member in connection with the events to which such indemnity payments
relate,  (vii) any purchase  price  adjustment  received in connection  with any
purchase  agreement (other than any working capital  adjustment) and any amounts
received from escrow arrangements in connection with any purchase agreement, and
(viii)   any   indemnity   payment  to  the  extent  in  excess  of  the  actual
out-of-pockets  costs and expenses  (including  those relating to any damages to
property)  incurred by such Group Member in connection  with the events to which
such indemnity  payments relate or purchase price or similar  adjustment  (other
than any working  capital  adjustment)  pursuant to the Verizon TRS  Acquisition
Agreement and Hands On Merger Agreement.

      "Facilities" means (a) the Term Loan Facility and (b) the Revolving Credit
Facility.

      "FCC" means the United  States  Federal  Communications  Commission or any
successor agency thereto.

      "Federal Funds Rate" means,  for any period,  a fluctuating  interest rate
per annum equal for each day during such period to the  weighted  average of the
rates on  overnight  federal  funds  transactions  with  members of the  Federal
Reserve System arranged by federal funds brokers, as determined by the Agents in
their sole discretion.

      "Federal  Reserve Board" means the Board of Governors of the United States
Federal Reserve System and any successor thereto.

      "Fee  Letter"  means the letter  agreement,  dated as of the Closing  Date
among  Borrower,  Churchill  and Ableco with  respect to certain fees to be paid
from time to time to Churchill, Ableco and their Related Persons.

      "Financial Statement" means each financial statement delivered pursuant to
Section 4.4(a) or 6.1.

      "Fiscal  Quarter" means each three (3) fiscal month period ending on March
31, June 30, September 30 or December 31.

      "Fiscal Year" means each twelve month period ending on December 31.

      "GAAP" means generally accepted accounting principles in the United States
of  America,  as in effect  from time to time,  set  forth in the  opinions  and
pronouncements of the Accounting  Principles Board and the American Institute of
Certified  Public  Accountants,  in the  statements  and  pronouncements  of the
Financial  Accounting Standards Board and in such other statements by such other
entity  as may be in  general  use by  significant  segments  of the  accounting
profession  that  are  applicable  to  the  circumstances  as  of  the  date  of
determination. Subject to Section 1.3, all references to "GAAP" shall be to GAAP
applied  consistently  with  the  principles  used  in  the  preparation  of the
Financial Statements described in Section 4.4(a).

      "GoAmerica  Relay"  means  GoAmerica  Relay  Services  Corp.,  a  Delaware
corporation (formerly known as Acquisition 1 Corp.).

      "Governmental  Authority" means any nation,  sovereign or government,  any
state  or  other  political  subdivision  thereof,  any  agency,   authority  or
instrumentality  thereof  and any  entity  or  authority  exercising  executive,
legislative,  taxing,  judicial,  regulatory or  administrative  functions of or
pertaining to government, including any central bank, stock exchange, regulatory
body,


                                       13


arbitrator,  public sector entity, supra-national entity (including the European
Union  and the  European  Central  Bank)  and any  self-regulatory  organization
(including the National Association of Insurance Commissioners).

      "Group   Members"   means,   collectively,   Borrower   and  each  of  its
Subsidiaries.

      "Group Members' Accountants" means any  nationally-recognized  independent
registered certified public accountants acceptable to the Agents;  provided that
each of WithumSmith & Brown, P.C., Grant Thornton LLP, BDO Seidman, LLP, Ernst &
Young,  PricewaterhouseCoopers,  KPMG LLP and  Deloitte  & Touche  LLP  shall be
deemed to be acceptable to the Agents.

      "Guarantor"  means each other  Wholly  Owned  Subsidiary  of the  Borrower
listed on Schedule 4.3 that is not an Excluded Foreign Subsidiary and each other
Person that enters into any Guaranty  Obligation  with respect to any Obligation
of any Loan Party.  For the  avoidance of doubt  "Guarantor"  shall not refer to
Hands On until the effective time of the Hands On Merger.

      "Guaranty and Security Agreement" means a guaranty and security agreement,
in substantially the form of Exhibit H, among the Collateral Agent, the Borrower
and Guarantors from time to time party thereto.

      "Guaranty  Obligation"  means,  as  applied to any  Person,  any direct or
indirect   liability,   contingent  or   otherwise,   of  such  Person  for  any
Indebtedness,  lease, dividend or other obligation (the "primary obligation") of
another Person (the "primary obligor"),  if the purpose or intent of such Person
in incurring such liability,  or the economic  effect  thereof,  is to guarantee
such primary  obligation  or provide  support or assurance to the holder of such
primary  obligation  or to protect or  indemnify  such holder  against loss with
respect  to such  primary  obligation,  including  (a) the  direct  or  indirect
guaranty,  endorsement  (other than for  collection  or deposit in the  ordinary
course of business), co-making,  discounting with recourse or sale with recourse
by such Person of any primary  obligation,  (b) the incurrence of  reimbursement
obligations with respect to any letter of credit or bank guarantee in support of
any primary obligation,  (c) the existence of any Lien, or any right, contingent
or  otherwise,  to receive a Lien,  on the property of such Person  securing any
part of any  primary  obligation  (but  only to the  extent of the value of such
property  securing such  obligation)  and (d) any liability of such Person for a
primary obligation through any Contractual  Obligation (contingent or otherwise)
or other  arrangement  (i) to purchase,  repurchase  or  otherwise  acquire such
primary  obligation or any security therefor or to provide funds for the payment
or discharge of such primary obligation (whether in the form of a loan, advance,
stock  purchase,  capital  contribution  or  otherwise),  (ii) to  maintain  the
solvency,  working  capital,  equity capital or any balance sheet item, level of
income or cash flow,  liquidity or financial  condition of any primary  obligor,
(iii) to make  take-or-pay  or similar  payments,  if  required,  regardless  of
non-performance  by any  other  party  to any  Contractual  Obligation,  (iv) to
purchase,  sell or lease (as lessor or lessee) any  property,  or to purchase or
sell  services,  primarily  for the purpose of enabling  the primary  obligor to
satisfy  such  primary  obligation  or to  protect  the  holder of such  primary
obligation  against loss or (v) to supply funds to or in any other manner invest
in, such primary obligor (including to pay for property or services irrespective
of whether such property is received or such services are  rendered);  provided,
however,  that "Guaranty  Obligations"  shall not include (x)  endorsements  for
collection  or  deposit  in the  ordinary  course of  business  and (y)  product
warranties given in the ordinary course of business.  The outstanding  amount of
any  Guaranty  Obligation  shall  equal the  outstanding  amount of the  primary
obligation so guaranteed or otherwise supported or, if lower, the stated maximum
reasonably  anticipated  amount for which such  Person may be liable  under such
Guaranty Obligation.


                                       14


      "Hands  On"  means  Hands  On  Video  Relay  Services,  Inc.,  a  Delaware
corporation.

      "Hands  On  Merger"  has  the  meaning  specified  in  clause  (ii) of the
definition of Acquisition.

      "Hands On Merger Agreement" means the Agreement and Plan of Merger,  dated
as of September,  12, 2007, as amended by the letter  agreements dated September
17, 2007, October 8, 2007, October 11, 2007, November 6, 2007, December 31, 2007
and January 8, 2008,  by and among  Borrower,  Merger Sub,  Hands On and Bill M.
McDonagh, as stockholders' agent.

      "Hazardous  Material"  means  any  substance,  material  or waste  that is
classified,  regulated or otherwise characterized under any Environmental Law as
hazardous,  toxic,  a  contaminant  or  a  pollutant,  including  mold,  mildew,
petroleum or any  fraction  thereof,  asbestos,  polychlorinated  biphenyls  and
radioactive substances.

      "Hedging  Agreement" means any Interest Rate Contract,  foreign  exchange,
swap, option or forward contract,  spot, cap, floor or collar  transaction,  any
other derivative  instrument and any other similar  speculative  transaction and
any other similar  agreement or  arrangement  designed to alter the risks of any
Person arising from fluctuations in any underlying variable.

      "Inactive  Subsidiaries"  means,  collectively (a)  Hotpaper.com,  Inc., a
Delaware   corporation;   (b)  Outback   Resource  Group,   Inc.,  a  California
corporation; and (c) HOSLS Acquisition Corporation, a California corporation.

      "Indebtedness"  of  any  Person  means,  without  duplication,  any of the
following,  whether or not matured: (a) all indebtedness for borrowed money, (b)
all obligations  evidenced by notes, bonds,  debentures or similar  instruments,
(c) all reimbursement and all obligations with respect to (i) letters of credit,
bank guarantees or bankers' acceptances or (ii) surety, customs,  reclamation or
performance bonds (in each case not related to judgments or litigation), (d) all
obligations to pay the deferred  purchase  price of property or services,  other
than  trade  payables  incurred  in the  ordinary  course of  business  that are
unsecured  and not overdue by more than 120 days unless being  contested in good
faith,  (e) all  obligations  created or arising under any  conditional  sale or
other title retention  agreement,  regardless of whether the rights and remedies
of the seller or lender under such agreement in the event of default are limited
to repossession or sale of such property,  (f) all Capitalized Lease Obligations
and the net  present  value  (discounted  at the Base  Rate as in  effect on the
Closing Date) of future rental  payments  under all  synthetic  leases,  (g) all
obligations,  whether or not contingent, to purchase, redeem, retire, defease or
otherwise  acquire for value, or pay any dividends or other amounts with respect
to, any of its own Stock or Stock  Equivalents (or any Stock or Stock Equivalent
of a direct or indirect parent entity thereof),  in each case, prior to the date
that is one year after the Scheduled Term Loan Maturity Date,  valued at, in the
case of redeemable  preferred  Stock,  the greater of the voluntary  liquidation
preference and the involuntary liquidation preference of such Stock plus accrued
and unpaid dividends (excluding, at any time on or prior to the ninetieth (90th)
day after the Closing  Date,  the  Preferred  Stock  outstanding  on the Closing
Date),  (h) all  payments  that would be  required  to be made in respect of any
Hedging Agreement in the event of a termination (including an early termination)
on the date of determination,  and (i) all Guaranty  Obligations for obligations
of any other Person  constituting  Indebtedness of such other Person;  provided,
however,  that  the  items in each of  clauses  (a)  through  (i);  above  shall
constitute  "Indebtedness"  of such  Person  solely to the  extent,  directly or
indirectly,  (x) such  Person is liable for any part of any such  item,  (y) any
such item is secured by a Lien on such Person's property or (z) any other Person
has a right,  contingent or otherwise, to cause such Person to become liable for
any  part  of  any  such  item  or to  grant  such a


                                       15


Lien. Any amount of any Indebtedness for which recourse is expressly  limited to
a specific asset shall be limited to the fair market value of such asset.

      "Indemnified Matter" has the meaning specified in Section 11.4.

      "Indemnitee" has the meaning specified in Section 11.4.

      "Initial  Projections"  means those  financial  projections  covering  the
Fiscal Years ending in 2008  through  2013,  delivered to the Agents by Borrower
prior to the date hereof and attached hereto as Exhibit J.

      "Intellectual  Property"  means  all  rights,  title and  interests  in or
relating to  intellectual  property and  industrial  property  arising under any
Requirement of Law and all IP Ancillary Rights relating  thereto,  including all
Copyrights,  Patents,  Trademarks,  Internet Domain Names,  Trade Secrets and IP
Licenses.

      "Intercreditor  Agreement" means the Intercreditor Agreement,  dated as of
the  Closing  Date,   substantially   in  the  form  of  Exhibit  I,  among  the
Administrative Agent,  Collateral Agent and the Second Lien Administrative Agent
and acknowledged by the Borrower and the other Loan Parties.

      "Interest  Period" means,  with respect to any  Eurodollar  Rate Loan, the
period  commencing on the date such Eurodollar Rate Loan is made or converted to
a  Eurodollar  Rate Loan or, if such loan is  continued,  on the last day of the
immediately preceding Interest Period therefor and, in each case, ending 1, 2, 3
or 6 months thereafter,  as selected by the Borrower pursuant hereto;  provided,
however,  that (a) if any Interest  Period would  otherwise end on a day that is
not a  Business  Day,  such  Interest  Period  shall  be  extended  to the  next
succeeding  Business Day, unless the result of such extension would be to extend
such Interest  Period into the next calendar  month, in which case such Interest
Period shall end on the  immediately  preceding  Business  Day, (b) any Interest
Period that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end
of such Interest Period) shall end on the last Business Day of a calendar month,
(c) the Borrower may not select any Interest Period (i) in the case of Revolving
Loans,  ending after the Scheduled Revolving Credit Termination Date and (ii) in
the case of Term Loans,  ending after the Scheduled Term Loan Maturity Date, (d)
the Borrower  may not select any  Interest  Period in respect of Loans having an
aggregate  principal  amount of less than  $100,000  or  integral  multiples  of
$50,000 and (e) there shall be outstanding at any one time no more than five (5)
Interest Periods.

      "Interest  Rate  Contracts"  means  all  interest  rate  swap  agreements,
interest rate cap agreements,  interest rate collar agreements and interest rate
insurance.

      "Internet  Domain Names" means all rights,  title and  interests  (and all
related IP Ancillary Rights) arising under any Requirement of Law in or relating
to Internet domain names.

      "Investment"  means,  with respect to any Person,  directly or indirectly,
(a) to own, purchase or otherwise acquire, in each case whether  beneficially or
otherwise,  any  investment  in,  including any interest in, any Security of any
other  Person  (other than any evidence of any  Obligation),  (b) to purchase or
otherwise  acquire,  whether in one transaction or in a series of  transactions,
all or a  significant  part of the  property  of any other  Person or a business
conducted  by  any  other  Person  or  all or  substantially  all of the  assets
constituting the business of a division,  branch,  brand or other unit operation
of any other  Person,  (c) to incur,  or to remain  liable  under,


                                       16


any Guaranty  Obligation  for  Indebtedness  of any other Person,  to assume the
Indebtedness  of any  other  Person  or to make,  hold,  purchase  or  otherwise
acquire,  in each case  directly or  indirectly,  any  deposit,  loan,  advance,
commitment  to lend or  advance,  or other  extension  of credit  (including  by
deferring or extending the date of, in each case outside the ordinary  course of
business, the payment of the purchase price for Sales of property or services to
any other Person, to the extent such payment obligation constitutes Indebtedness
of such other Person),  excluding deposits with financial institutions available
for  withdrawal on demand,  prepaid  expenses,  accounts  receivable and similar
items created in the ordinary  course of business,  or (d) to make,  directly or
indirectly, any contribution to the capital of any other Person.

      "IP Ancillary Rights" means, with respect to any Intellectual Property, as
applicable,  all  foreign  counterparts  to,  and all  divisionals,  reversions,
continuations,  continuations-in-part,  reissues,  reexaminations,  renewals and
extensions of, such Intellectual  Property and all income,  royalties,  proceeds
and  Liabilities at any time due or payable or asserted under or with respect to
any of the foregoing or otherwise  with respect to such  Intellectual  Property,
including all rights to sue or recover at law or in equity for any past, present
or  future  infringement,   misappropriation,   dilution,   violation  or  other
impairment  thereof,  and,  in each  case,  all  rights to  obtain  any other IP
Ancillary Right.

      "IP  License"  means  all  Contractual  Obligations  (and all  related  IP
Ancillary  Rights),  whether  written  or oral,  granting  any  right  title and
interest in or relating to any Intellectual Property.

      "IRS"  means the  Internal  Revenue  Service of the United  States and any
successor thereto.

      "Issue" means, with respect to any Letter of Credit, to issue,  extend the
expiration  date of,  renew  (including  by failure  to object to any  automatic
renewal on the last day such objection is  permitted),  increase the face amount
of, or reduce or eliminate  any  scheduled  decrease in the face amount of, such
Letter of Credit,  or to cause any Person to do any of the foregoing.  The terms
"Issued" and "Issuance" have correlative meanings.

      "L/C Cash  Collateral  Account"  means  any Cash  Collateral  Account  (a)
specifically  designated  as such by the  Borrower in a notice to the Agents and
(b) from and after the  effectiveness  of such notice,  not containing any funds
other than those required under the Loan Documents to be placed therein.

      "L/C Issuer" means each Person that  hereafter  becomes an L/C Issuer with
the approval of, and  pursuant to an  agreement  with and in form and  substance
satisfactory to, the Agents and the Borrower,  in each case in their capacity as
L/C Issuers  hereunder  and together with their  successors.  Unless and until a
Person becomes an L/C Issuer  hereunder in accordance  with this definition none
of the Agents or Lenders shall have any obligation to issue Letters of Credit or
participate in Letter of Credit Obligations hereunder.

      "L/C Obligations"  means, for any Letter of Credit at any time, the sum of
(a) the L/C Reimbursement Obligations at such time for such Letter of Credit and
(b) the  aggregate  maximum  undrawn  face  amount  of  such  Letter  of  Credit
outstanding at such time.

      "L/C Reimbursement Agreement" has the meaning specified in Section 2.4(a).

      "L/C Reimbursement Date" has the meaning specified in Section 2.4(e).


                                       17


      "L/C  Reimbursement  Obligation"  means,  for any  Letter of  Credit,  the
obligation of the Borrower to the L/C Issuer  thereof,  as and when matured,  to
pay all amounts drawn under such Letter of Credit.

      "L/C Request" has the meaning specified in Section 2.4(b).

      "L/C Sublimit" means $3,500,000.

      "Lender" means, collectively, the Swingline Lender and any other financial
institution or other Person that (a) is listed on the signature  pages hereof as
a "Lender" or (b) from time to time becomes a party  hereto  pursuant to Section
11.2 by execution of an Assignment, in each case together with its successors.

      "Letter of Credit" means any letter of credit  Issued  pursuant to Section
2.4.

      "Liabilities"  means  all  claims,  actions,  suits,  judgments,  damages,
losses, liability, obligations, fines, penalties, sanctions, costs, fees, taxes,
commissions,  charges,  disbursements and expenses,  in each case of any kind or
nature  (including  interest  accrued  thereon or as a result  thereto and fees,
charges  and   disbursements   of  financial,   legal  and  other  advisors  and
consultants),  whether joint or several,  whether or not  indirect,  contingent,
consequential, actual, punitive, treble or otherwise.

      "Lien"  means  any  mortgage,   deed  of  trust,  pledge,   hypothecation,
assignment, charge, deposit arrangement,  encumbrance, easement, lien (statutory
or  other),  security  interest  or other  security  arrangement  and any  other
preference,   priority  or  preferential  arrangement  of  any  kind  or  nature
whatsoever,  including any  conditional  sale contract or other title  retention
agreement,  the interest of a lessor under a Capital  Lease and any synthetic or
other  financing lease having  substantially  the same economic effect as any of
the foregoing.

      "Loan" means any loan made or deemed made by any Lender hereunder.

      "Loan  Documents"  means,  collectively,  this Agreement,  any Notes,  the
Guaranty and Security Agreement, the Intercreditor Agreement, the Mortgages, the
Control  Agreements,  the Fee  Letter,  the L/C  Reimbursement  Agreements,  the
Secured Hedging Agreements and, when executed,  each document executed by a Loan
Party and delivered to the Administrative Agent, any Lender or any L/C Issuer in
connection with or pursuant to any of the foregoing or the Obligations, together
with any  modification  of any term,  or any waiver with  respect to, any of the
foregoing.

      "Loan Party" means the Borrower and each Guarantor.

      "Management Agreement" means the Expense Reimbursement Agreement, dated as
of the Closing Date between Borrower and Sponsor.

      "Material  Adverse  Effect" means an effect that results in or causes,  or
could reasonably be expected to result in or cause, a material adverse change in
any of (a) the  condition  (financial  or  otherwise),  business,  operations or
property of the  Borrower  or of the Group  Members,  taken as a whole,  (b) the
ability of any Loan Party to perform its obligations under any Loan Document and
(c) the  validity  or  enforceability  of any Loan  Document  or the  rights and
remedies of the Agents, the Lenders and the other Secured Parties under any Loan
Document.


                                       18


      "Material  Contract" means the Stellar Nordia Managed Services  Agreement,
the Verizon Facilities Use Agreement,  Verizon IP Licensing  Agreement,  Verizon
Transition Services Agreement and all other contracts or agreements to which any
Group Member is a party as to which the breach, nonperformance,  cancellation or
failure to renew by any party  thereto  could  reasonably  be  expected to have,
either  individually or in the aggregate,  a Material  Adverse Effect.  The term
"Material  Contract" does not include the Loan Documents or the Second Lien Loan
Documents.

      "Material  Environmental   Liabilities"  means  Environmental  Liabilities
exceeding $250,000 in the aggregate.

      "Material Intellectual Property" means Intellectual Property that is owned
by or  licensed  to a Group  Member and is material to the conduct of any of the
Group  Member's  business  or, with  respect to  Intellectual  Property  that is
licensed to a Group  Member,  would  require  payments in excess of $250,000 per
annum for the license thereof.

      "Merger Sub" means HOVRS Acquisition Corporation, a Delaware corporation.

      "Moody's" means Moody's Investors Service, Inc.

      "Mortgage" means any mortgage, deed of trust or other document executed or
required  herein to be  executed  by any Loan  Party  and  granting  a  security
interest over real property in favor of the Collateral Agent as security for the
Obligations.

      "Mortgage Supporting  Documents" means, with respect to any Mortgage for a
parcel of owned real  property,  each  document  (including  title  policies  or
marked-up unconditional insurance binders (in each case, together with copies of
all documents referred to therein), maps, ALTA (or TLTA, if applicable) as-built
surveys  (in form and as to date that is  sufficiently  acceptable  to the title
insurer  issuing  title  insurance  to the  Administrative  Agent for such title
insurer to deliver  endorsements to such title insurance as reasonably requested
by the Agents),  environmental  assessments  and reports and evidence  regarding
recording and payment of fees,  insurance premium and taxes) that the Agents may
reasonably  request,  to  create,  register,  perfect,  maintain,  evidence  the
existence, substance, form or validity of or enforce a valid lien on such parcel
of real  property  in favor of the  Administrative  Agent for the benefit of the
Secured  Parties,  subject only to Permitted  Liens or other Liens as the Agents
may approve.

      "Multiemployer  Plan" means any multiemployer  plan, as defined in Section
400l(a)(3)  of ERISA,  to which any ERISA  Affiliate is making,  is obligated to
make or has made or been  obligated  to make  within  the  last  six (6)  years,
contributions  on behalf of  participants  who are or were employed or otherwise
has any obligation or liability, contingent or otherwise.

      "Net Cash Proceeds" means proceeds  received in cash from (a) any Sale of,
or Property Loss Event with respect to, property,  net of (i) the customary cash
costs,  fees and expenses paid or required to be paid in  connection  therewith,
(ii) taxes paid or reasonably estimated to be payable as a result thereof, (iii)
any  amount  required  to be paid or  prepaid on  Indebtedness  (other  than the
Obligations and Indebtedness  owing to any Group Member) secured by the property
subject  thereto (iv) amounts of any  reserves  established  as required by GAAP
against  liabilities in connection with such Sale or Property Loss Event so long
as such  reserves  are  maintained  or (b) any  sale or  issuance  of  Stock  or
incurrence  of  Indebtedness,  in  each  case  net of  brokers',  advisors'  and
investment  banking fees and other customary  underwriting  discounts,  transfer
taxes paid or payable in connection  therewith,  commissions and other customary
cash costs,  fees and


                                       19


expenses,  in each case incurred in connection with such transaction;  provided,
however,  that any such proceeds  received by any Subsidiary of Borrower that is
not a Wholly Owned  Subsidiary of Borrower shall  constitute "Net Cash Proceeds"
only to the extent of the  aggregate  direct and indirect  beneficial  ownership
interest of Borrower therein.

      "Non-Funding Lender" has the meaning specified in Section 2.2(c).

      "Non-U.S.  Lender Party" means each of the Agents,  each Lender,  each L/C
Issuer,  each SPV and each  participant,  in each  case  that is not a  Domestic
Person.

      "Note" means a promissory note of the Borrower,  in substantially the form
of Exhibit B,  payable to the order of a Lender in any  Facility  in a principal
amount equal to the amount of such Lender's  Commitment under such Facility (or,
in the case of the Term Loan Facility, the aggregate initial principal amount of
the Term Loans made by such Lender).

      "Notice of Borrowing" has the meaning specified in Section 2.2.

      "Notice of  Conversion  or  Continuation"  has the  meaning  specified  in
Section 2.10.

      "Obligations"  means,  with  respect  to  any  Loan  Party,  all  amounts,
obligations,  liabilities,  covenants  and duties of every type and  description
owing by such Loan Party to the Agents,  any Lender,  any L/C Issuer,  any other
Indemnitee, any participant, any SPV or any Secured Hedging Counterparty arising
out of, under,  or in connection  with,  any Loan  Document,  whether  direct or
indirect (regardless of whether acquired by assignment), absolute or contingent,
due or to become due,  whether  liquidated  or not,  now  existing or  hereafter
arising and however acquired,  and whether or not evidenced by any instrument or
for the payment of money, including, without duplication, (a) if such Loan Party
is the Borrower, all Loans and L/C Obligations, (b) all interest, whether or not
accruing   after  the  filing  of  any  petition  in  bankruptcy  or  after  the
commencement  of any  insolvency,  reorganization  or  similar  proceeding,  and
whether or not a claim for post-filing or  post-petition  interest is allowed in
any such  proceeding,  and (c) all other fees,  expenses  (including  reasonable
fees,  charges and  disbursement of counsel),  interest,  commissions,  charges,
costs,  disbursements,  indemnities and  reimbursement of amounts paid and other
sums  chargeable  to such Loan Party  pursuant to any Loan  Document  (including
those payable to L/C Issuers as described in Section 2.11).

      "Other Taxes" has the meaning specified in Section 2.17(c).

      "Participant Register" has the meaning specified in Section 2.14(a).

      "Patents"  means all  rights,  title and  interests  (and all  related  IP
Ancillary Rights) arising under any Requirement of Law in or relating to letters
patent and applications therefor.

      "Payoff  Debt" means the  Indebtedness  described  on Schedule  8.1B which
shall be paid in full (other than contingent  indemnification  obligations as to
which no claim has been asserted) on the Closing Date.

      "Payoff Debt  Documents"  means the credit  agreement,  indenture or other
documents evidencing or governing the Payoff Debt.

      "PBGC" means the United States Pension  Benefit  Guaranty  Corporation and
any successor thereto.


                                       20


      "Pension  Plan" means an  "employee  benefit  pension  plan"  described in
Section 3(2) of ERISA.

      "Permit"  means,  with  respect  to  any  Person,  any  permit,  approval,
authorization, license, registration, certificate, concession, grant, franchise,
variance or permission  from, and any other  Contractual  Obligations  with, any
Governmental  Authority, in each case whether or not having the force of law and
applicable  to or binding  upon such  Person or any of its  property or to which
such Person or any of its property is subject.

      "Permitted  Acquisition" means any Proposed Acquisition satisfying each of
the following conditions:  (a) the aggregate amounts payable in connection with,
and other  consideration for (in each case,  including all transaction costs and
all Indebtedness,  liabilities and Guaranty  Obligations  incurred or assumed in
connection  therewith or otherwise reflected in a Consolidated  balance sheet of
Borrower and the Proposed  Acquisition  Target and  including  any "earnout" and
similar payment obligations),  such Proposed Acquisition and all other Permitted
Acquisitions (other than the Acquisition) consummated on or prior to the date of
the  consummation  of such  Proposed  Acquisition  ("Purchase  Price") shall not
exceed the following  amounts (A)  excluding  any portion of the Purchase  Price
paid  through  the  issuance  of Stock of the  Borrower,  for any one  Permitted
Acquisition  (other than the  acquisition  identified  on Schedule P-1 hereto so
long as it is  consummated  in 2008),  $5,000,000  for the  Fiscal  Year  ending
December 31, 2008,  $7,500,000 for the Fiscal Year ending December 31, 2009, and
thereafter  $10,000,000,  (B) excluding  any portion of the Purchase  Price paid
through  the  issuance  of  Stock  of the  Borrower,  in the  aggregate  for all
Permitted  Acquisitions  consummated  after  the  Closing  Date,  the sum of (1)
$10,000,000,  and  (2) if  the  Consolidated  EBITDA  of  the  Borrower  exceeds
$20,000,000 for any twelve-month period beginning after the Closing Date, 50% of
the aggregate  Excess Cash Flow for the period after the Closing Date to the end
of the latest  Fiscal  Quarter,  and (C)  including  any portion of the Purchase
Price paid through the issuance of Stock of the Borrower,  for any one Permitted
Acquisition,  $20,000,000, (b) the Agents shall have received reasonable advance
notice of such Proposed Acquisition  including a reasonably detailed description
thereof at least 15 days prior to the consummation of such Proposed  Acquisition
(or such later date as may be agreed by the  Agents) and on or prior to the date
of such  Proposed  Acquisition,  the Agents  shall have  received  copies of the
acquisition  agreement and related  Contractual  Obligations and other documents
(including  financial  information and analysis,  environmental  assessments and
reports,  opinions and certificates,  if any, and lien searches) and information
reasonably  requested by the Agents,  (c) as of the date of  consummation of any
transaction as part of such Proposed  Acquisition and after giving effect to all
transactions  to occur on such date as part of such  Proposed  Acquisition,  all
conditions  set forth in Section  3.2(b) shall be  satisfied,  (d) such Proposed
Acquisition shall only involve assets primarily located in the United States and
comprising a business,  or those assets of a business,  or  substantially of the
type  engaged  in by the Loan  Parties  as of the  Closing  Date and  reasonable
extensions thereof,  (e) the Proposed  Acquisition Target shall not be projected
to incur an  operating  loss for the one year period  following  the date of the
Proposed  Acquisition,  as determined  based upon the  Acquisition Pro Forma for
such  Proposed  Acquisition,  (f) at or prior  to the  closing  of any  Proposed
Acquisition,  the Collateral  Agent will be granted a first  priority  perfected
Lien in all assets acquired  pursuant  thereto or in the assets and Stock of the
Proposed  Acquisition Target to the extent required under Section 7.10, and Loan
Parties  shall have  executed  such  documents  and taken such actions as may be
reasonably required by the Agents in connection therewith,  and (g) the Borrower
shall have delivered to the Agents and Lenders, in form and substance reasonably
satisfactory to Agents:

      (1)   a pro forma  consolidated  balance sheet,  income statement and cash
            flow statement of Borrower and its  Subsidiaries  (the  "Acquisition
            Pro Forma"),  based


                                       21


            on recent  financial  statements,  which shall be complete and shall
            fairly  present in all material  respects  the assets,  liabilities,
            financial  condition  and results of  operations of Borrower and its
            Subsidiaries  in  accordance  with GAAP  consistently  applied,  but
            taking into account such Proposed Acquisition and the funding of all
            Loans in connection therewith,  and such Acquisition Pro Forma shall
            reflect  that,  on a Pro Forma  Basis as of the last day of the last
            Fiscal Quarter for which  Financial  Statements  have been delivered
            hereunder (after giving effect to such Proposed  Acquisition and all
            Loans funded in connection  therewith as if made on the first day of
            such period),  the Borrower  would have been in compliance  with the
            financial covenants set forth in Article V;

      (2)   for any one Permitted  Acquisition having a Purchase Price in excess
            of  $4,000,000,  updated  versions  of the most  recently  delivered
            Projections  covering  the 3 year period  commencing  on the date of
            such Proposed  Acquisition and otherwise prepared in accordance with
            the  Projections  (the  "Acquisition  Projections")  and based  upon
            historical  financial data of a recent date reasonably  satisfactory
            to Agents, taking into account such Proposed Acquisition; and

      (3)   a certificate of a senior  financial  officer of the Borrower to the
            effect that: (x) the  Acquisition  Pro Forma fairly  presents in all
            material  respects the  financial  condition of the Borrower and its
            Subsidiaries (on a consolidated  basis) as of the date thereof after
            giving  effect  to the  Proposed  Acquisition,  (y) the  Acquisition
            Projections are reasonable good faith estimates by management of the
            Borrower of the future financial performance of the Borrower and its
            Subsidiaries   subsequent   to  the  date  thereof  based  upon  the
            historical  performance of Borrower and its  Subsidiaries  and based
            upon available  information for the Proposed  Acquisition Target and
            show, based on such Projections,  that Borrower and its Subsidiaries
            shall continue to be in compliance with the financial  covenants set
            forth in Article V for the twelve-month  period thereafter,  and (z)
            Borrower and its  Subsidiaries  have  completed  their due diligence
            investigation  with respect to the Proposed  Acquisition  Target and
            such Proposed  Acquisition,  which  investigation was conducted in a
            manner  similar to that which would have been conducted by a prudent
            purchaser  of  a  comparable  business  and  the  results  of  which
            investigation were delivered to Agents and Lenders.

      "Permitted  Indebtedness"  means any Indebtedness of any Group Member that
is not prohibited by Section 8.1 or any other provision of any Loan Document.

      "Permitted  Investment"  means any  Investment of any Group Member that is
not prohibited by Section 8.3 or any other provision of any Loan Document.

      "Permitted  Lien" means any Lien on or with respect to the property of any
Group Member that is not prohibited by Section 8.2 or any other provision of any
Loan Document.

      "Permitted  Refinancing"  means  Indebtedness  constituting a refinancing,
extension  of  maturity  or  other  modifications  of  the  terms  of  Permitted
Indebtedness that (a) has an aggregate  outstanding principal amount not greater
than the aggregate  principal  amount of such Permitted  Indebtedness  (plus the
amount of any premiums or penalties and accrued unpaid interest paid thereon and
reasonable fees and expenses,  in each case  associated  with such  Indebtedness
being refinanced) outstanding at the time of such refinancing or extension,  (b)
has a weighted average maturity  (measured as of the date of such refinancing or
extension)  no  shorter  than that of such


                                       22


Permitted Indebtedness,  (c) is not entered into as part of a Sale and Leaseback
transaction,  (d) is not  secured by any  property  or any Lien other than those
securing  such  Permitted  Indebtedness  (and  with  respect  to  any  Permitted
Refinancing  of the  Second  Lien Term  Loans is  subject  to the  Intercreditor
Agreement)  and (e) taken as a whole,  is  otherwise  no less  favorable  in any
material   respect  to  the  Group   Members,   than  those  of  such  Permitted
Indebtedness;  provided,  however, that,  notwithstanding the foregoing, (x) the
terms of such Permitted  Indebtedness  may be modified as part of such Permitted
Refinancing if such modification  would have been permitted  pursuant to Section
8.11 and (y) no Guaranty  Obligation for such Indebtedness shall constitute part
of such Permitted  Refinancing unless similar Guaranty  Obligations with respect
to such Permitted  Indebtedness existed and constituted  Permitted  Indebtedness
prior to such refinancing or extension.

      "Permitted  Reinvestment"  means, with respect to the Net Cash Proceeds of
any Sale or Property  Loss Event,  to acquire (or make Capital  Expenditures  to
finance the acquisition,  repair, improvement or construction of), to the extent
not prohibited hereunder, property useful in the business of the Borrower or any
of its  Subsidiaries  or, if such Property Loss Event involves loss or damage to
property,  to  repair  such  loss or damage  or  replace  such  lost or  damaged
property.

      "Person"  means any  individual,  partnership,  corporation  (including  a
business trust and a public benefit corporation),  joint stock company,  estate,
association, firm, enterprise, trust, limited liability company,  unincorporated
association, joint venture and any other entity or Governmental Authority.

      "Preferred  Stock" means the Series A Preferred Stock (par value $0.01 per
share) of the Borrower.

      "Preferred  Stock  Purchase  Agreement"  means the  Amended  and  Restated
Preferred Stock Purchase Agreement,  dated September 12, 2007, as amended by the
letter  agreement  dated January 1, 2008, and Amendment No. 1, dated January 10,
2008, by and among the Borrower and the Equity Investors.

      "Pro Forma Balance Sheet" has the meaning specified in Section 4.4(d).

      "Pro Forma Basis" means,  with respect to any determination for any period
and any Pro Forma Transaction,  that such determination  shall be made by giving
pro forma effect to each such Pro Forma  Transaction,  as if each such Pro Forma
Transaction  had been  consummated  on the  first day of such  period,  based on
historical  results  accounted  for in  accordance  with GAAP and, to the extent
applicable,  reasonable assumptions that are specified in detail in the relevant
Compliance  Certificate,  Financial  Statement or other document provided to the
Agents or any Lender in connection herewith in accordance with Regulation S-X of
the Securities Act of 1933.

      "Pro Forma Transaction"  means any transaction  consummated as part of any
Permitted Acquisition, together with each other transaction relating thereto and
consummated  in connection  therewith,  including any incurrence or repayment of
Indebtedness.

      "Projections"  means,  collectively,   the  Initial  Projections  and  any
document delivered pursuant to Section 6.1(f).

      "Property Loss Event" means, with respect to any property,  any loss of or
damage to such property or any taking of such property or condemnation thereof.


                                       23


      "Proposed   Acquisition"  means  (a)  any  proposed  acquisition  that  is
consensual and approved by the board of directors (or other applicable governing
body) of the applicable Proposed Acquisition Target, of all or substantially all
of the assets or Stock of such  Proposed  Acquisition  Target by the Borrower or
any Subsidiary (that is a Loan Party) of the Borrower or (b) any proposed merger
of any Proposed  Acquisition  Target with or into the Borrower or any Subsidiary
(that is a Loan Party) of the  Borrower  (and,  in the case of a merger with the
Borrower, with the Borrower being the surviving corporation).

      "Proposed  Acquisition  Target"  means any  Person or any  brand,  line of
business,  division,  branch,  operating division or other unit operation of any
Person.

      "Pro Rata Outstandings" of any Lender at any time means (a) in the case of
the Term Loan Facility, the outstanding principal amount of the Term Loans owing
to such Lender and (b) in the case of the Revolving Credit Facility,  the sum of
(i) the outstanding principal amount of Revolving Loans owing to such Lender and
(ii) the  amount of the  participation  of such  Lender  in the L/C  Obligations
outstanding with respect to all Letters of Credit.

      "Pro Rata Share"  means,  with  respect to any Lender and any  Facility or
Facilities at any time, the  percentage  obtained by dividing (a) the sum of the
Commitments  (or, if such  Commitments in any such Facility are terminated,  the
Pro  Rata  Outstandings  therein)  of such  Lender  then in  effect  under  such
Facilities by (b) the sum of the  Commitments  (or, if such  Commitments  in any
such Facility are terminated,  the Pro Rata Outstandings therein) of all Lenders
then in effect under such Facilities;  provided,  however, that, if there are no
Commitments  and no Pro  Rata  Outstandings  in any  of  such  Facilities,  such
Lender's Pro Rata Share in such Facilities  shall be determined based on the Pro
Rata Share in such  Facilities  most recently in effect,  after giving effect to
any subsequent assignment and any subsequent non-pro rata payments of any Lender
pursuant to Section 2.18.

      "Register" has the meaning specified in Section 2.14(b).

      "Registered Loan" has the meaning specified in Section 2.14(c).

      "Regulatory Authority" has the meaning specified in Section 4.24.

      "Regulatory Permits" has the meaning specified in Section 4.24.

      "Reinvestment  Prepayment  Amount"  means,  with  respect  to any Net Cash
Proceeds on the  Reinvestment  Prepayment Date therefor,  the amount of such Net
Cash Proceeds less any amount paid or required to be paid by any Group Member to
make  Permitted  Reinvestments  with  such  Net  Cash  Proceeds  pursuant  to  a
Contractual  Obligation entered into prior to such Reinvestment  Prepayment Date
with any Person that is not an Affiliate of the Borrower.

      "Reinvestment  Prepayment Date" means,  with respect to any portion of any
Net Cash  Proceeds of any Sale or Property  Loss Event,  the earliest of (a) the
180th day after the  completion  of the  portion of such Sale or  Property  Loss
Event  corresponding  to such Net Cash  Proceeds,  (b) the date that is five (5)
Business  Days  after the date on which the  Borrower  shall have  notified  the
Agents of the Borrower's  determination not to make Permitted Reinvestments with
such Net Cash  Proceeds and (c) five (5)  Business  Days after the delivery of a
notice  by the  Agents  or the  Required  Lenders  to the  Borrower  during  the
continuance of any Event of Default.


                                       24



      "Related Documents" means,  collectively,  the Acquisition Documents,  the
Second Lien Loan  Documents,  the Equity  Investors  Investment  Documents,  the
Management Agreement each payoff letter with respect to the Payoff Debt executed
and  delivered to the Agents in  connection  with Section  3.1(d) and each other
document  executed  with  respect  to  any  of  the  foregoing  or  any  Related
Transaction (including any employment,  consulting or similar agreement with any
member of senior management).

      "Related Party Assignment" has the meaning specified in Section 11.2(c).

      "Related Party Register" has the meaning specified in Section 2.14(b).

      "Related Person" means, with respect to any Person, each Affiliate of such
Person and each director,  officer,  employee,  agent, trustee,  representative,
attorney,  accountant and each insurance,  environmental,  legal,  financial and
other advisor  (including  those retained in connection with the satisfaction or
attempted  satisfaction  of any  condition  set forth in Article  III) and other
consultants and agents of or to such Person or any of its  Affiliates,  together
with, if such Person are the Agents, each other Person or individual designated,
nominated  or  otherwise  mandated by or helping  the Agents  pursuant to and in
accordance with Section 10.4 or any comparable provision of any Loan Document.

      "Related  Transactions"  means,  collectively,  the  consummation  of  the
Acquisition,  the  entering  into of the  Second  Lien  Loan  Documents  and the
borrowing  of the Second Lien Term Loans  thereunder,  the  consummation  of the
Equity  Investors  Equity  Investment,  the  refinancing of the Payoff Debt, the
execution  and delivery of all Related  Documents and the payment of all related
fees, costs and expenses.

      "Release" means any release, threatened release, spill, emission, leaking,
pumping, pouring,  emitting,  emptying,  escape, injection,  deposit,  disposal,
discharge,  dispersal, dumping, leaching or migration of Hazardous Material into
or through the environment.

      "Remedial   Action"   means  all   actions   required   under   applicable
Environmental  Laws to (a) clean up,  remove,  treat or in any other way address
any  Hazardous  Material  in the indoor or outdoor  environment,  (b) prevent or
minimize any Release so that a Hazardous  Material  does not migrate or endanger
or  threaten  to  endanger  public  health or  welfare  or the indoor or outdoor
environment  or  (c)  perform   pre-remedial   studies  and  investigations  and
post-remedial monitoring and care with respect to any Hazardous Material.

      "Required  Lenders"  means,  at any time,  Lenders  having at such time in
excess of 50% of the sum of the aggregate  Revolving Credit  Commitments (or, if
such Commitments are terminated, the sum of the amounts of the participations in
Swing Loans, the principal amount of unparticipated  portions of the Swing Loans
and the Pro Rata  Outstandings in the Revolving  Credit  Facility) and Term Loan
Commitments (or, if such Commitments are terminated,  the Pro Rata  Outstandings
in the Term Loan Facility) then in effect,  ignoring,  in such calculation,  the
amounts held by any Non-Funding  Lender;  provided that so long as (i) Churchill
has  not  assigned  or  transferred  more  than  25%  in  the  aggregate  of its
outstanding  Commitments  held on the Closing Date  (excluding  transfers to its
Affiliates and Related Funds)  "Requisite  Lenders" shall include  Churchill and
(ii) Ableco has not assigned or  transferred  more than 25% in the  aggregate of
its outstanding Commitments held on the Closing Date (excluding transfers to its
Affiliates and Related Funds) "Requisite Lenders" shall include Ableco.


                                       25


      "Required  Revolving Credit Lenders" means, at any time,  Revolving Credit
Lenders having at such time in excess of 50% of the aggregate  Revolving  Credit
Commitments (or, if such  Commitments are terminated,  the sum of the amounts of
the  participations  in Swing Loans, the principal amount of the  unparticipated
portions  of the Swing  Loans  and the Pro Rata  Outstandings  in the  Revolving
Credit Facility) then in effect, ignoring, in such calculation, the amounts held
by any  Non-Funding  Lender;  provided  that so long  as (i)  Churchill  has not
assigned  or  transferred  more  than 25% in the  aggregate  of its  outstanding
Commitments held on the Closing Date (excluding  transfers to its Affiliates and
Related Funds) "Required  Revolving Credit Lenders" shall include  Churchill and
(ii) Ableco has not assigned or  transferred  more than 25% in the  aggregate of
its outstanding Commitments held on the Closing Date (excluding transfers to its
Affiliates and Related Funds) "Required  Revolving Credit Lenders" shall include
Ableco.

      "Requirements of Law" means, with respect to any Person, collectively, the
common  law  and  all  federal,   state,   local,   foreign,   multinational  or
international laws, statutes, codes, treaties, standards, rules and regulations,
guidelines,   ordinances,   orders,  judgments,   writs,  injunctions,   decrees
(including  administrative  or  judicial  precedents  or  authorities)  and  the
interpretation   or  administration   thereof  by,  and  other   determinations,
directives,  requirements or requests of, any  Governmental  Authority,  in each
case  whether  or not  having  the  force of law and that are  applicable  to or
binding  upon such Person or any of its  property or to which such Person or any
of its property is subject.

      "Responsible  Officer"  means,  with  respect  to any  Person,  any of the
president, chief executive officer, treasurer, assistant treasurer,  controller,
managing  member or  general  partner of such  Person  but,  in any event,  with
respect to financial matters, any such officer that is responsible for preparing
the Financial  Statements delivered hereunder and, with respect to the Corporate
Chart and other  documents  delivered  pursuant  to  Section  6.1(e),  documents
delivered on the Closing Date and documents  delivered pursuant to Section 7.10,
the  secretary  or  assistant  secretary  of such  Person or any  other  officer
responsible for maintaining the corporate and similar records of such Person.

      "Restricted   Payment"   means  (a)  any  dividend,   return  of  capital,
distribution or any other payment, whether direct or indirect (including through
the  use  of  Hedging  Agreements,   the  making,  repayment,   cancellation  or
forgiveness of Indebtedness and similar Contractual  Obligations) and whether in
cash,  Securities or other property, on account of any Stock or Stock Equivalent
of any Group Member, in each case now or hereafter  outstanding,  including with
respect to a claim for  rescission of a Sale of such Stock or Stock  Equivalent,
(b) any redemption, retirement, termination,  defeasance, cancellation, purchase
or other acquisition for value,  whether direct or indirect  (including  through
the  use  of  Hedging  Agreements,   the  making,  repayment,   cancellation  or
forgiveness of Indebtedness and similar Contractual  Obligations),  of any Stock
or Stock Equivalent of any Group Member, now or hereafter  outstanding,  and any
payment  or  other  transfer  setting  aside  funds  for  any  such  redemption,
retirement,  termination,  cancellation,  purchase or other acquisition, whether
directly  or  indirectly  and  whether  to a sinking  fund,  a  similar  fund or
otherwise and (c) any payment of a consulting or management fee (or other fee of
a similar nature) or out-of-pocket expenses in connection therewith by any Group
Member to any holder of Stock of such Group Member or its Affiliates.

      "Retiree  Welfare  Plan" means,  at any time, a Welfare Plan that provides
for continuing  coverage or benefits for any participant or any beneficiary of a
participant  after such  participant's  termination  of  employment,  other than
continuation  coverage provided pursuant to Section 4980B of the Code and at the
sole expense of the participant or the beneficiary of the participant.


                                       26


      "Revolver Availability" means, as of any date of determination, the amount
by which the then effective  aggregate  Revolving Credit Commitments exceeds the
aggregate Revolving Credit Outstandings at such time.

      "Revolving Credit Commitment" means, with respect to each Revolving Credit
Lender,  the commitment of such Revolving  Credit Lender to make Revolving Loans
and acquire interests in other Revolving Credit  Outstandings,  which commitment
is in the amount set forth  opposite  such  Revolving  Credit  Lender's  name on
Schedule I under the caption  "Revolving  Credit  Commitment",  as  amended,  to
reflect  Assignments  and  as  such  amount  may be  reduced  pursuant  to  this
Agreement.  The aggregate amount of the Revolving Credit Commitments on the date
hereof equals $15,000,000.

      "Revolving Credit Facility" means the Revolving Credit Commitments and the
provisions  herein  related to the Revolving  Loans,  Swing Loans and Letters of
Credit.

      "Revolving  Credit  Lender" means each Lender that has a Revolving  Credit
Commitment,  holds a Revolving Loan or  participates in any Swing Loan or Letter
of Credit.

      "Revolving  Credit  Outstandings"  means, at any time, the sum of, in each
case to the extent outstanding at such time, (a) the aggregate  principal amount
of the  Revolving  Loans and Swing  Loans  and (b) the L/C  Obligations  for all
Letters of Credit.

      "Revolving  Credit  Termination  Date"  means  the  earliest  of  (a)  the
Scheduled  Revolving Credit Termination Date, (b) the date of termination of the
Revolving Credit Commitments  pursuant to Section 2.5 or 9.2 and (c) the date on
which the Obligations become due and payable pursuant to Section 9.2.

      "Revolving Loan" has the meaning specified in Section 2.1.

      "S&P" means Standard & Poor's Rating Services.

      "Sale and Leaseback  Transaction"  means,  with respect to any Person (the
"obligor"),  any  Contractual  Obligation  or other  arrangement  with any other
Person  (the  "counterparty")  consisting  of a  lease  by such  obligor  of any
property that, directly or indirectly,  has been or is to be Sold by the obligor
to such  counterparty or to any other Person to whom funds have been advanced by
such counterparty  based on a Lien on, or an assignment of, such property or any
obligations of such obligor under such lease.

      "Sales Disclosure Materials" has the meaning specified in Section 4.24.

      "Scheduled Revolving Credit Termination Date" means January 10, 2013.

      "Scheduled Term Loan Maturity Date" means January 10, 2014.

      "Second Lien  Administrative  Agent" means  Clearlake,  in its capacity as
administrative  agent  for the  secured  parties  under  the  Second  Lien  Loan
Documents,  or any successor  administrative  agent in accordance with the terms
thereof.

      "Second  Lien Credit  Agreement"  means the Second Lien Credit  Agreement,
dated as of the date hereof, among the Borrower,  the Second Lien Administrative
Agent, and the other agents and lenders party thereto.


                                       27


      "Second Lien Loan  Documents"  means the Second Lien Credit  Agreement and
the related guarantees, pledge agreements, security agreements, mortgages, notes
and other agreements and instruments  entered into in connection with the Second
Lien Credit Agreement.

      "Second Lien Term Loans"  means the term loans in an  aggregate  principal
amount of  $30,000,000  made to the Borrower on the Closing Date pursuant to the
Second Lien Credit Agreement.

      "Secured Hedging  Agreement" means any Hedging Agreement that (a) has been
entered into with a Secured Hedging Counterparty, and (b) meets the requirements
of Section 8.1(e).

      "Secured Hedging  Counterparty"  means (a) a Person who has entered into a
Hedging  Agreement  with a Loan Party if such Hedging  Agreement was provided or
arranged by an Agent or an  Affiliate  of an Agent or, with the  approval of the
Agents, a Lender or an Affiliate of a Lender, and any assignee of such Person or
(b) with the  approval of the Agents,  a Lender or an  Affiliate of a Lender who
has entered  into a Hedging  Agreement  with a Loan Party (or a Person who was a
Lender or an Affiliate of a Lender at the time of execution  and delivery of the
Hedging Agreement).

      "Secured  Parties"  means the Lenders,  the L/C Issuers,  the Agents,  any
Secured Hedging Counterparty,  each other Indemnitee and any other holder of any
Obligation of any Loan Party.

      "Security" means all Stock, Stock Equivalents,  voting trust certificates,
bonds,  debentures,  instruments and other evidence of Indebtedness,  whether or
not secured, convertible or subordinated, all certificates of interest, share or
participation  in, all  certificates  for the  acquisition of, and all warrants,
options and other rights to acquire, any Security.

      "Sell" means,  with respect to any property,  to sell,  convey,  transfer,
assign,  license,  lease or  otherwise  dispose of, any  interest  therein or to
permit any Person to acquire any such interest, including, in each case, through
a Sale and  Leaseback  Transaction  or through a sale,  factoring  at  maturity,
collection  of or other  disposal,  with or  without  recourse,  of any notes or
accounts  receivable.   Conjugated  forms  thereof  and  the  noun  "Sale"  have
correlative meanings.

      "Solvent"   means,   with  respect  to  any  Person  as  of  any  date  of
determination, that, as of such date, (a) the value of the assets of such Person
(both at fair value and present fair  saleable  value) is greater than the total
amount of liabilities  (including  contingent and  unliquidated  liabilities) of
such Person,  (b) such Person is able to pay all  liabilities  of such Person as
such  liabilities  mature and (c) such Person does not have  unreasonably  small
capital.  In computing the amount of contingent or  unliquidated  liabilities at
any time, such liabilities shall be computed at the amount that, in light of all
the facts and  circumstances  existing at such time,  represents the amount that
can reasonably be expected to become an actual or matured liability.

      "Sponsor" means CCP A, L.P., a Delaware limited partnership.

      "SPV" means any special purpose  funding  vehicle  identified as such in a
writing by any Lender to the Agents.

      "SPV Register" has the meaning specified in Section 2.14(a).

      "Stellar Nordia Managed  Services  Agreement"  means the Managed  Services
Agreement,  dated  August 1,  2007,  between  Stellar  Nordia  Services  LLC and
GoAmerica  Relay, as amended


                                       28


by Amendment  No.1,  dated  October 18, 2007,  and the  Amendment  thereto dated
November 13, 2007.

      "Stock" means all shares of capital stock  (whether  denominated as common
stock  or  preferred  stock),  equity  interests,  beneficial,   partnership  or
membership interests, joint venture interests, participations or other ownership
or profit interests in or equivalents  (regardless of how designated) of or in a
Person (other than an individual), whether voting or non-voting.

      "Stock Equivalents" means all securities  convertible into or exchangeable
for Stock or any other  Stock  Equivalent  and all  warrants,  options  or other
rights to purchase,  subscribe  for or otherwise  acquire any Stock or any other
Stock  Equivalent,  whether  or  not  presently  convertible,   exchangeable  or
exercisable.

      "Subordinated  Debt" means any  Indebtedness  that is  subordinated to the
payment in full of the  Obligations on terms and conditions  satisfactory to the
Agents.

      "Subsidiary"   means,  with  respect  to  any  Person,   any  corporation,
partnership,  joint venture,  limited  liability  company,  association or other
entity, the management of which is, directly or indirectly, controlled by, or of
which an aggregate of more than 50% of the  outstanding  Voting Stock is, at the
time, owned or controlled  directly or indirectly by, such Person or one or more
Subsidiaries of such Person.

      "Substitute Lender" has the meaning specified in Section 2.18(a).

      "SWDA" means the Solid Waste Disposal Act (42 U.S.C. ss.ss. 6901 et seq.).

      "Swingline Commitment" means $1,000,000.

      "Swingline  Lender"  means,  each  in its  capacity  as  Swingline  Lender
hereunder,  Churchill or, upon the  resignation  of Churchill as  Administrative
Agent  hereunder,  any Lender (or Affiliate or Approved Fund of any Lender) that
agrees,  with the  approval  of the Agents  (or,  if there is no such  successor
Administrative  Agent,  the Required  Lenders) and the  Borrower,  to act as the
Swingline Lender hereunder.

      "Swingline Request" has the meaning specified in Section 2.3(b).

      "Swing Loan" has the meaning specified in Section 2.3.

      "Tax Affiliate"  means,  (a) the Borrower and its Subsidiaries and (b) any
Affiliate of the Borrower  with which the Borrower  files or is eligible to file
consolidated, combined or unitary tax returns.

      "Tax Return" has the meaning specified in Section 4.8.

      "Taxes" has the meaning specified in Section 2.17(a).

      "Term Loan" has the meaning specified in Section 2.1(b).

      "Term Loan Commitment"  means, with respect to each Term Loan Lender,  the
commitment  of such Term Loan Lender to make Term Loans to the  Borrower,  which
commitment  is in the amount set forth  opposite such Term Loan Lender's name on
Schedule  I


                                       29


under the caption "Term Loan Commitment",  as amended to reflect Assignments and
as such amount may be reduced  pursuant to this Agreement.  The aggregate amount
of the Term Loan Commitments on the date hereof equals $40,000,000.

      "Term Loan Facility"  means the Term Loan  Commitments  and the provisions
herein related to the Term Loans.

      "Term  Loan  Lender"  means  each  Term Loan  Lender  that has a Term Loan
Commitment or that holds a Term Loan.

      "Title IV Plan" means a Pension Plan  subject to Title IV of ERISA,  other
than a Multiemployer Plan, to which any ERISA Affiliate  maintains,  sponsors or
contributes  to or has  maintained,  sponsored or contributed to within the last
six (6) years or  otherwise  has any  obligation  or  liability,  contingent  or
otherwise.

      "T-Mobile"  means  T-Mobile  USA,  Inc.,  a  Delaware  corporation,  d/b/a
T-Mobile.

      "T-Mobile  Agreement" means the National Premier Dealer  Agreement,  dated
May 1, 2005, between T-Mobile, and GoAmerica Communications Corp., as amended by
letter agreements dated March 31, 2006 and May 1, 2007.

      "Trademarks"  means all rights,  title and  interests  (and all related IP
Ancillary  Rights)  arising  under  any  Requirement  of Law in or  relating  to
trademarks,  trade  names,  corporate  names,  company  names,  business  names,
fictitious  business names, trade styles,  service marks, logos and other source
or business  identifiers and, in each case, all goodwill  associated  therewith,
all  registrations  and recordations  thereof and all applications in connection
therewith.

      "Trade  Secrets"  means all right,  title and interest (and all related IP
Ancillary  Rights)  arising under any Requirement of Law in or relating to trade
secrets know-how and other confidential or proprietary  technical,  business and
other  information,   including   manufacturing  and  production  processes  and
techniques,   research  and  development  information,   technology,   drawings,
specifications,  designs, plans, proposals, technical data, financial, marketing
and business data, pricing, and cost information,  business and marketing plans,
customer and supplier lists and information,  and all rights in any jurisdiction
to limit the use or disclosure thereof.

      "UCC" means the Uniform  Commercial  Code of any  applicable  jurisdiction
and, if the applicable  jurisdiction shall not have any Uniform Commercial Code,
the Uniform Commercial Code as in effect in the State of New York.

      "Unfunded Pension  Liability" means, at any time, the aggregate amount, if
any,  of the sum of (a) the  amount by which the  present  value of all  accrued
benefits under each Title IV Plan exceeds the fair market value of all assets of
such Title IV Plan  allocable to such  benefits in  accordance  with Title IV of
ERISA,  all determined as of the most recent  valuation date for each such Title
IV Plan using the  actuarial  assumptions  for funding  purposes in effect under
such  Title  IV  Plan,  and (b) for a  period  of five  (5)  years  following  a
transaction  which might reasonably be expected to be covered by Section 4069 of
ERISA,  the  liabilities  (whether or not  accrued,  but only to the extent such
liabilities could reasonably be expected to have a Material Adverse Effect) that
could be avoided by any Group Member or any ERISA  Affiliate as a result of such
transaction.

      "United States" means the United States of America.


                                       30


      "Unused Commitment Fee" has the meaning specified in Section 2.11.

      "U.S.  Lender  Party"  means each of the  Agents,  each  Lender,  each L/C
Issuer, each SPV and each participant, in each case that is a Domestic Person.

      "Verizon" means MCI Communications Services, Inc., a Delaware corporation.

      "Verizon  Facilities  Use  Agreement"  means the Facilities Use Agreement,
dated as of Closing Date, by and between Verizon and GoAmerica Relay.

      "Verizon IP Licensing  Agreement"  means the Transitional Use Intellectual
Property License Agreement, dated as of the Closing Date, by and between Verizon
and GoAmerica Relay.

      "Verizon  Transition  Services  Agreement"  means the Transition  Services
Agreement,  dated as of the Closing Date, by and between Verizon,  d/b/a Verizon
Business Services and GoAmerica Relay.

      "Verizon TRS Acquisition"  has the meaning  specified in clause (i) of the
definition of Acquisition.

      "Verizon TRS Acquisition  Agreement"  means the Asset Purchase  Agreement,
dated August 1, 2007, by and between Verizon and GoAmerica  Relay, as amended by
Amendment  No. 1 thereto,  dated as of  November  21, 2007 and  Amendment  No. 2
thereto, dated as of January 1, 2008.

      "Verizon  TRS  Division"  means  certain of the assets  used by Verizon in
providing state relay services, Internet Protocol relay services and video relay
services.

      "Voting Stock" means Stock of any Person having  ordinary power to vote in
the election of members of the board of directors,  managers,  trustees or other
controlling Persons, of such Person (irrespective of whether, at the time, Stock
of any other  class or classes of such  entity  shall have or might have  voting
power by reason of the occurrence of any contingency).

      "Welfare Plan" means a Benefit Plan described in Section 3(i) of ERISA.

      "Wholly  Owned  Subsidiary"  of any Person  means any  Subsidiary  of such
Person,  all of the Stock of which (other than nominal  holdings and  director's
qualifying  shares) is owned by such Person,  either  directly or through one or
more Wholly Owned Subsidiaries of such Person.

      "Withdrawal Liability" means, at any time, any liability incurred (whether
or not assessed) by any ERISA Affiliate and not yet satisfied or paid in full at
such time with  respect to any  Multiemployer  Plan  pursuant to Section 4201 of
ERISA.

      "Working  Capital" means on a consolidated  basis,  (i) all Current Assets
(other than cash and Cash Equivalents) of Borrower and its  Subsidiaries,  minus
(ii) all Current Liabilities of Borrower and its Subsidiaries.

      Section 1.2 UCC Terms. The following terms have the meanings given to them
in  the  applicable  UCC:  "chattel  paper",  "commodity  account",   "commodity
contract",  "commodity intermediary",  "deposit account",  "entitlement holder",
"entitlement  order",  "equipment",


                                       31


"financial asset", "general intangible",  "goods",  "instruments",  "inventory",
"securities account", "securities intermediary" and "security entitlement".

      Section 1.3  Accounting  Terms and  Principles.  (a) GAAP.  All accounting
determinations  required to be made  pursuant  hereto  shall,  unless  expressly
otherwise  provided  herein,  be made in accordance  with GAAP. No change in the
accounting  principles  used  in  the  preparation  of any  Financial  Statement
hereafter  adopted by Borrower shall be given effect if such change would affect
a calculation  that measures  compliance with any provision of Article V or VIII
unless the  Borrower,  the Agents and the Required  Lenders agree to modify such
provisions  to reflect  such  changes in GAAP and,  unless such  provisions  are
modified,  all  Financial  Statements,   Compliance   Certificates  and  similar
documents  provided  hereunder shall be provided  together with a reconciliation
between the  calculations  and amounts set forth therein before and after giving
effect to such change in GAAP.

            (b) Pro Forma.  All  components  of financial  calculations  made to
determine  compliance  with  Article V shall be adjusted on a Pro Forma Basis to
include or exclude, as the case may be, without duplication,  such components of
such calculations  attributable to any Pro Forma  Transaction  consummated after
the first day of the applicable  period of determination and prior to the end of
such period,  as determined in good faith by the Borrower  based on  assumptions
expressed therein and that were reasonable based on the information available to
the Borrower at the time of preparation of the  Compliance  Certificate  setting
forth such calculations.

      Section  1.4  Payments.  The  Administrative  Agent may set up  reasonable
standards and procedures to determine or  redetermine  the equivalent in Dollars
of any amount  expressed in any currency  other than Dollars and otherwise  may,
but shall not be obligated to, rely on any determination  made by any Loan Party
or  any  L/C  Issuer.   Any  such   determination  or   redetermination  by  the
Administrative  Agent shall be conclusive  and binding for all purposes,  absent
manifest error. No determination or redetermination by any Secured Party or Loan
Party and no other currency conversion shall change or release any obligation of
any Loan Party or of any Secured Party (other than the Administrative  Agent and
its  Related  Persons)  under  any Loan  Document,  each of which  agrees to pay
separately for any shortfall  remaining  after any conversion and payment of the
amount as converted.  The Administrative Agent may round up or down, and may set
up appropriate  mechanisms to round up or down, any amount  hereunder to nearest
higher  or  lower  amounts  and may  determine  reasonable  de  minimis  payment
thresholds.

      Section 1.5 Interpretation.  (a) Certain Terms. Except as set forth in any
Loan Document,  all accounting  terms not  specifically  defined herein shall be
construed in accordance with GAAP (except for the term  "property",  which shall
be interpreted as broadly as possible, including, in any case, cash, Securities,
other assets, rights under Contractual  Obligations and Permits and any right or
interest in any property). The terms "herein",  "hereof" and similar terms refer
to this  Agreement  as a whole.  In the  computation  of  periods of time from a
specified date to a later  specified date in any Loan Document,  the term "from"
means  "from and  including"  and the words "to" and  "until"  each mean "to but
excluding" and the word "through"  means "to and  including." In any other case,
the term  "including"  when used in any Loan Document means  "including  without
limitation."  The term  "documents"  means all writings,  however  evidenced and
whether in physical or electronic  form,  including all documents,  instruments,
agreements,   notices,  demands,  certificates,   forms,  financial  statements,
opinions and reports.  The term "incur" means incur, create, make, issue, assume
or otherwise  become directly or indirectly  liable in respect of or responsible
for, in each case whether directly or indirectly, and the terms "incurrence" and
"incurred" and similar derivatives shall have correlative meanings.


                                       32


            (b)  Certain  References.   Unless  otherwise  expressly  indicated,
references (i) in this Agreement to an Exhibit,  Schedule,  Article,  Section or
clause refer to the appropriate  Exhibit or Schedule to, or Article,  Section or
clause in, this  Agreement and (ii) in any Loan  Document,  to (A) any agreement
shall  include,  without  limitation,  all exhibits,  schedules,  appendixes and
annexes to such agreement and,  unless the prior consent of any Secured Party or
the Loan Parties required therefor is not obtained, any modification, amendment,
restatement or amendment and restatement to any term of such agreement,  (B) any
statute  shall  be to such  statute  as  modified  from  time to time and to any
successor  legislation  thereto,  in each case as in effect at the time any such
reference is operative  and (C) any time of day shall be a reference to New York
time. Titles of articles,  sections,  clauses,  exhibits,  schedules and annexes
contained in any Loan Document are without substantive meaning or content of any
kind whatsoever and are not a part of the agreement  between the parties hereto.
Unless otherwise expressly indicated, the meaning of any term defined (including
by  reference)  in any Loan  Document  shall be equally  applicable  to both the
singular and plural forms of such term.

                                   ARTICLE II

                                 THE FACILITIES

      Section 2.1 The  Commitments.  (a) Revolving  Credit  Commitments.  On the
terms and subject to the conditions contained in this Agreement,  each Revolving
Credit Lender,  severally but not jointly, agrees to make loans in Dollars (each
a "Revolving Loan") to the Borrower from time to time on any Business Day during
the period from the date hereof until the Revolving  Credit  Termination Date in
an aggregate principal amount at any time outstanding for all such loans by such
Lender  not to exceed  such  Lender's  Revolving  Credit  Commitment;  provided,
however,  that at no time shall any Revolving Credit Lender be obligated to make
a  Revolving  Loan in excess of such  Lender's  Pro Rata  Share of the amount by
which the then  effective  Revolving  Credit  Commitments  exceeds the aggregate
Revolving  Credit  Outstandings  owed to such  Lender at such  time.  Within the
limits set forth in the first sentence of this clause (a),  amounts of Revolving
Loans repaid may be reborrowed under this Section 2.1.

            (b)  Term  Loan  Commitments.  On  the  terms  and  subject  to  the
conditions contained in this Agreement, each Term Loan Lender, severally but not
jointly,  agrees to make a loan (each a "Term  Loan") in Dollars to the Borrower
on the  Closing  Date,  in an  amount  not to  exceed  such  Lender's  Term Loan
Commitment.  Amounts of Term Loans repaid may not be  reborrowed.  The aggregate
amount of the Term Loan Commitments on the Closing Date equals $40,000,000.

      Section  2.2  Borrowing  Procedures.  (a) Notice From the  Borrower.  Each
Borrowing  shall be made on notice given by the  Borrower to the  Administrative
Agent not later than 12:00 p.m. on (i) the first  Business Day, in the case of a
Borrowing of Base Rate Loans and (ii) the third  Business  Day, in the case of a
Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing;
provided,  however,  that the Borrower  may not request a  Eurodollar  Rate Loan
until the third  Business  Day after the Closing  Date.  Each such notice may be
made  in a  writing  substantially  in the  form  of  Exhibit  C (a  "Notice  of
Borrowing")  duly  completed or by telephone if confirmed  promptly,  but in any
event within one Business Day and prior to such Borrowing, with such a Notice of
Borrowing.  Loans  shall  be  made as  Base  Rate  Loans  unless,  outside  of a
suspension  period  pursuant to Section 2.15, the Notice of Borrowing  specifies
that all or a portion  thereof shall be Eurodollar  Rate Loans.  Each  Borrowing
shall be in a minimum  amount of $750,000 and  integral  multiples of $50,000 in
excess thereof.


                                       33


            (b) Notice to Each Lender.  The  Administrative  Agent shall give to
each Lender prompt notice of the  Administrative  Agent's receipt of a Notice of
Borrowing and, if Eurodollar Rate Loans are properly requested in such Notice of
Borrowing,  prompt notice of the applicable  interest  rate.  Each Lender shall,
before 11:00 a.m. on the date of the proposed  Borrowing,  make available to the
Administrative  Agent at its address referred to in Section 11.11, such Lender's
Pro Rata Share of such proposed Borrowing. Upon fulfillment or due waiver (i) on
the Closing Date, of the applicable conditions set forth in Section 3.1 and (ii)
on the Closing Date and any time  thereafter,  of the applicable  conditions set
forth in Section 3.2, the  Administrative  Agent shall make such funds available
to the Borrower.

            (c) Non-Funding Lenders.  Unless the Administrative Agent shall have
received  notice  from any Lender  prior to the date such  Lender is required to
make any payment  hereunder with respect to any Loan or any participation in any
Swing Loan or Letter of Credit that such  Lender will not make such  payment (or
any portion thereof) available to the  Administrative  Agent, the Administrative
Agent  may  assume  that such  Lender  has made such  payment  available  to the
Administrative  Agent  on the  date  such  payment  is  required  to be  made in
accordance  with this Article II and the  Administrative  Agent may, in reliance
upon  such   assumption,   make  available  to  the  Borrower  on  such  date  a
corresponding  amount. The Borrower agrees to repay to the Administrative Agent,
within  two (2)  Business  Days of demand,  such  amount  (until  repaid by such
Lender)  with  interest  thereon  for each day from the date such amount is made
available  to  the  Borrower  until  the  date  such  amount  is  repaid  to the
Administrative  Agent,  at the interest rate  applicable to the Obligation  that
would have been created when the Administrative Agent made available such amount
to the  Borrower  had  such  Lender  made  a  corresponding  payment  available;
provided,  however,  that such  payment  shall not  relieve  such  Lender of any
obligation it may have to the Borrower,  the Swingline Lender or any L/C Issuer.
In addition, any Lender that shall not have made available to the Administrative
Agent  any  portion  of  any  payment   described  above  (any  such  Lender,  a
"Non-Funding  Lender") agrees to pay such amount to the Administrative  Agent on
demand together with interest thereon, for each day from the date such amount is
made  available  to the  Borrower  until the date  such  amount is repaid to the
Administrative  Agent,  at the Federal Funds Rate for the first Business Day and
thereafter  (i) in the case of a payment in respect of a Loan,  at the  interest
rate  applicable  at the time to such Loan and (ii)  otherwise,  at the interest
rate  applicable to Base Rate Loans under the Revolving  Credit  Facility.  Such
repayment shall then constitute the funding of the corresponding Loan (including
any Loan deemed to have been made hereunder with such payment) or participation.
The  existence of any  Non-Funding  Lender shall not relieve any other Lender of
its  obligations  under  any  Loan  Document,  but  no  other  Lender  shall  be
responsible  for the  failure  of any  Non-Funding  Lender  to make any  payment
required under any Loan Document.

            Section 2.3 Swing Loans. (a) Availability.  On the terms and subject
to the conditions contained in this Agreement,  the Swingline Lender may, in its
sole  discretion,  make loans in Dollars (each a "Swing Loan")  available to the
Borrower under the Revolving  Credit  Facility from time to time on any Business
Day  during  the  period  from  the  date  hereof  until  the  Revolving  Credit
Termination Date in an aggregate principal amount at any time outstanding not to
exceed its Swingline  Commitment;  provided,  however, that the Swingline Lender
may not make any Swing Loan (x) to the extent that after  giving  effect to such
Swing  Loan,  the  aggregate  Revolving  Credit  Outstandings  would  exceed the
Revolving  Credit  Commitments  and (y) in the  period  commencing  on the first
Business  Day after it  receives  notice  from the  Administrative  Agent or the
Required  Revolving Credit Lenders that one or more of the conditions  precedent
contained in Section 3.2 are not satisfied and ending when such  conditions  are
satisfied or duly waived.  In connection  with the making of any Swing Loan, the
Swingline Lender may but shall not be required to determine that, or take notice
whether, the conditions precedent set forth in


                                       34


Section 3.2 have been satisfied or waived.  Each Swing Loan shall be a Base Rate
Loan and must be repaid in full on the  earliest of (i) the funding  date of any
Borrowing of Revolving  Loans and (ii) the Revolving  Credit  Termination  Date.
Within the limits set forth in the first sentence of this clause (a), amounts of
Swing Loans repaid may be reborrowed under this clause (a).

            (b)  Borrowing  Procedures.  In order to request a Swing  Loan,  the
Borrower  shall give to the  Administrative  Agent a notice to be  received  not
later than 11:00 a.m. on the first  Business  Day prior to date of the  proposed
borrowing, which may be made in a writing substantially in the form of Exhibit D
duly  completed (a  "Swingline  Request") or by telephone if confirmed  promptly
but, in any event, prior to such borrowing,  with such a Swingline  Request.  In
addition,  if any Notice of  Borrowing  requests a Borrowing of Base Rate Loans,
the Swing Line  Lender may,  notwithstanding  anything  else to the  contrary in
Section 2.2, make a Swing Loan available to the Borrower in an aggregate  amount
not to exceed such  proposed  Borrowing on the date  requested in such Notice of
Borrowing,  and the aggregate  amount of the  corresponding  proposed  Borrowing
shall be reduced  accordingly  by the principal  amount of such Swing Loan.  The
Administrative  Agent shall promptly notify the Swingline  Lender of the details
of the  requested  Swing  Loan.  Upon  receipt of such notice and subject to the
terms of this Agreement, the Swingline Lender may make a Swing Loan available to
the Borrower by making the  proceeds  thereof  available  to the  Administrative
Agent and, in turn, the Administrative  Agent shall make such proceeds available
to the Borrower on the date set forth in the relevant Swingline Request.

            (c) Refinancing  Swing Loans.  The Swingline  Lender may at any time
forward a demand to the  Administrative  Agent (which the  Administrative  Agent
shall,  upon  receipt,  forward  to each  Revolving  Credit  Lender)  that  each
Revolving Credit Lender pay to the Administrative  Agent, for the account of the
Swingline  Lender,  such  Revolving  Credit  Lender's Pro Rata Share of all or a
portion of the outstanding  Swing Loans.  Each Revolving Credit Lender shall pay
such Pro Rata Share to the Administrative Agent for the account of the Swingline
Lender.  Upon receipt by the  Administrative  Agent of such payment  (other than
during the  continuation  of any Event of Default  under Section  9.1(e)),  such
Revolving  Credit  Lender  shall be deemed to have made a Revolving  Loan to the
Borrower,  which,  upon receipt of such payment by the Swingline Lender from the
Administrative  Agent,  the  Borrower  shall be  deemed to have used in whole to
refinance such Swing Loan. In addition, regardless of whether any such demand is
made,  upon the  occurrence of any Event of Default under Section  9.1(e),  each
Revolving  Credit Lender shall be deemed to have acquired,  without  recourse or
warranty,  an  undivided  interest  and  participation  in each Swing Loan in an
amount equal to such  Lender's Pro Rata Share of such Swing Loan. If any payment
made by any Revolving Credit Lender as a result of any such demand is not deemed
a  Revolving  Loan,  such  payment  shall be deemed a funding by such  Revolving
Credit Lender of such  participation.  Such participation shall not be otherwise
required to be funded.  Upon receipt by the Swingline Lender of any payment from
any  Revolving  Credit  Lender  pursuant to this clause (c) with  respect to any
portion of any Swing Loan, the Swingline  Lender shall promptly pay over to such
Revolving  Credit Lender all payments of principal (to the extent received after
such  payment by such  Revolving  Credit  Lender)  and  interest  (to the extent
accrued with respect to periods  after such  payment)  received by the Swingline
Lender with respect to such portion.

            (d) Obligation to Fund  Absolute.  Each  Revolving  Credit  Lender's
obligations  pursuant to clause (c) above shall be absolute,  unconditional  and
irrevocable and shall be performed strictly in accordance with the terms of this
Agreement  under  any  and  all  circumstances  whatsoever,  including  (A)  the
existence of any setoff, claim,  abatement,  recoupment,  defense or other right
that such Lender, any Affiliate thereof or any other Person may have against the
Swing Loan Lender,  any other Secured Party or any other Person, (B) the


                                       35


failure of any  condition  precedent set forth in Section 3.2 to be satisfied or
the failure of the  Borrower  to deliver any notice set forth in Section  2.2(a)
(each of which  requirements  the Revolving  Credit Lenders  hereby  irrevocably
waive) and (C) any adverse  change in the condition  (financial or otherwise) of
any Loan Party.

      Section 2.4 Letters of Credit. (a) Commitment and Conditions. On the terms
and subject to the conditions contained herein, each L/C Issuer agrees to Issue,
at the request of the Borrower,  in accordance  with such L/C Issuer's usual and
customary business  practices,  and for the account of the Borrower (or, as long
as the Borrower remains responsible for the payment in full of all amounts drawn
thereunder  and related fees,  costs and expenses,  for the account of any Group
Member),  Letters of Credit  (denominated  in Dollars and with face amounts that
are in minimum  amounts of $25,000) from time to time on any Business Day during
the period from the Closing  Date  through the earlier of the  Revolving  Credit
Termination  Date and seven (7) days  prior to the  Scheduled  Revolving  Credit
Termination Date; provided, however, that such L/C Issuer shall not be under any
obligation  to Issue  any  Letter of Credit  upon the  occurrence  of any of the
following, after giving effect to such Issuance:

                  (i) (A) the  aggregate  Revolving  Credit  Outstandings  would
      exceed  the  aggregate   Revolving  Credit  Commitments  or  (B)  the  L/C
      Obligations for all Letters of Credit would exceed the L/C Sublimit;

                  (ii) the expiration date of such Letter of Credit (A) is not a
      Business Day, (B) is more than one year after the date of issuance thereof
      or (C) is later  than  seven  (7) days  prior to the  Scheduled  Revolving
      Credit Termination Date; provided, however, that any Letter of Credit with
      a term not exceeding  one year may provide for its renewal for  additional
      periods not  exceeding  one year as long as (x) each of the  Borrower  and
      such L/C  Issuer  have the  option to  prevent  such  renewal  before  the
      expiration of such term or any such period and (y) neither such L/C Issuer
      nor the Borrower  shall permit any such renewal to extend such  expiration
      date beyond the date set forth in clause (C) above; or

                  (iii) (A) any fee due in connection  with, and on or prior to,
      such Issuance has not been paid, (B) such Letter of Credit is requested to
      be Issued in a form that is not  acceptable to such L/C Issuer or (C) such
      L/C Issuer shall not have received,  each in form and substance reasonably
      acceptable to it and duly executed by the Borrower (and, if such Letter of
      Credit is Issued for the  account of any other  Group  Member,  such Group
      Member), the documents that such L/C Issuer generally uses in the ordinary
      course of its  business  for the Issuance of letters of credit of the type
      of  such   Letter  of  Credit   (collectively,   the  "L/C   Reimbursement
      Agreement").

For each such Issuance, the applicable L/C Issuer may, but shall not be required
to, determine that, or take notice whether,  the conditions  precedent set forth
in Section 3.2 have been satisfied or waived in connection  with the Issuance of
any  Letter of  Credit;  provided,  however,  that no Letter of Credit  shall be
Issued during the period starting on the first Business Day after the receipt by
such L/C  Issuer  of  notice  from  the  Administrative  Agent  or the  Required
Revolving Credit Lenders that any condition  precedent  contained in Section 3.2
is not  satisfied  and ending on the date all such  conditions  are satisfied or
duly waived.

            (b) Notice of  Issuance.  The  Borrower  shall give the relevant L/C
Issuer and the  Administrative  Agent a notice of any requested  Issuance of any
Letter of Credit,  which shall be effective  only if received by such L/C Issuer
and the Administrative Agent not later than


                                       36


11:00  a.m.  on the  third  Business  Day  prior to the  date of such  requested
Issuance. Such notice may be made in a writing substantially the form of Exhibit
E duly completed or in a writing in any other form acceptable to such L/C Issuer
(an "L/C  Request")  or by telephone  if  confirmed  promptly,  but in any event
within one Business Day and prior to such Issuance, with such an L/C Request.

            (c) Reporting  Obligations of L/C Issuers. Each L/C Issuer agrees to
provide the Administrative Agent (which, after receipt, the Administrative Agent
shall  provide  to  each  Revolving  Credit  Lender),   in  form  and  substance
satisfactory to the Administrative Agent, each of the following on the following
dates:  (i) on or prior to (A) any  Issuance of any Letter of Credit by such L/C
Issuer,  (B) any drawing  under any such Letter of Credit or (C) any payment (or
failure  to pay when  due) by the  Borrower  of any  related  L/C  Reimbursement
Obligation,   notice  thereof,   which  shall  contain  a  reasonably   detailed
description of such Issuance,  drawing or payment,  (ii) upon the request of the
Administrative  Agent (or any Revolving Credit Lender through the Administrative
Agent), copies of any Letter of Credit Issued by such L/C Issuer and any related
L/C  Reimbursement  Agreement and such other  documents and  information  as may
reasonably  be  requested  by the Agents and (iii) on the first  Business Day of
each  calendar  week,  a schedule  of the  Letters of Credit  Issued by such L/C
Issuer,  in form and substance  reasonably  satisfactory to the Agents,  setting
forth the L/C  Obligations  for such Letters of Credit  outstanding  on the last
Business Day of the previous calendar week.

            (d) Acquisition of Participations.  Upon any Issuance of a Letter of
Credit in accordance with the terms of this Agreement  resulting in any increase
in the L/C  Obligations,  each  Revolving  Credit Lender shall be deemed to have
acquired,  without recourse or warranty, an undivided interest and participation
in such Letter of Credit and the related L/C  Obligations  in an amount equal to
such Lender's Pro Rata Share of such L/C Obligations.

            (e) Reimbursement  Obligations of the Borrower.  The Borrower agrees
to pay to the  L/C  Issuer  of any  Letter  of  Credit  each  L/C  Reimbursement
Obligation  owing with  respect to such Letter of Credit no later than the first
Business  Day after the  Borrower  receives  notice  from such L/C  Issuer  that
payment has been made under such Letter of Credit or that such L/C Reimbursement
Obligation is otherwise due (the "L/C Reimbursement Date") with interest thereon
computed as set forth in clauses  (i) and (ii) below.  In the event that any L/C
Issuer  incurs any L/C  Reimbursement  Obligation  not repaid by the Borrower as
provided in this clause (e) (or any such payment by the Borrower is rescinded or
set  aside  for  any  reason),   such  L/C  Issuer  shall  promptly  notify  the
Administrative  Agent of such failure  (and,  upon  receipt of such notice,  the
Administrative  Agent shall forward a copy to each Revolving Credit Lender) and,
irrespective of whether such notice is given, such L/C Reimbursement  Obligation
shall be payable on demand by the Borrower  with interest  thereon  computed (i)
from the  date on  which  such  L/C  Reimbursement  Obligation  arose to the L/C
Reimbursement  Date,  at the  interest  rate  applicable  during  such period to
Revolving  Loans that are Base Rate Loans and (ii)  thereafter  until payment in
full, at the interest rate  applicable  during such period to past due Revolving
Loans that are Base Rate Loans.

            (f) Reimbursement  Obligations of the Revolving Credit Lenders. Upon
receipt of the  notice  described  in clause  (e) above from the  Administrative
Agent,  each Revolving Credit Lender shall pay to the  Administrative  Agent for
the  account of such L/C  Issuer  its Pro Rata  Share of such L/C  Reimbursement
Obligation.  By making such payment  (other than during the  continuation  of an
Event of Default under Section 9.1(e)), such Lender shall be deemed to have made
a  Revolving  Loan to the  Borrower,  which,  upon  receipt  thereof by such L/C
Issuer,  the  Borrower  shall be deemed to have used in whole to repay  such L/C
Reimbursement  Obligation.  Any such payment that is not deemed a Revolving Loan
shall be deemed a funding


                                       37


by such Revolving Credit Lender of its participation in the applicable Letter of
Credit and the related L/C Obligations.  Such participation  shall not otherwise
be required to be funded. Upon receipt by any L/C Issuer of any payment from any
Revolving  Credit Lender pursuant to this clause (f) with respect to any portion
of any L/C Reimbursement Obligation,  such L/C Issuer shall promptly pay over to
such Lender all  payments  received  after such  payment by such L/C Issuer with
respect to such portion.

            (g)  Obligations  Absolute.  The obligations of the Borrower and the
Revolving  Credit  Lenders  pursuant to clauses  (d), (e) and (f) above shall be
absolute,  unconditional  and irrevocable  and performed  strictly in accordance
with the  terms of this  Agreement  irrespective  of (i) (A) the  invalidity  or
unenforceability  of any term or provision in any Letter of Credit, any document
transferring  or  purporting  to transfer a Letter of Credit,  any Loan Document
(including the sufficiency of any such  instrument),  or any modification to any
provision of any of the foregoing,  (B) any document presented under a Letter of
Credit being  forged,  fraudulent,  invalid,  insufficient  or inaccurate in any
respect or failing to comply  with the terms of such Letter of Credit or (C) any
loss or delay, including in the transmission of any document, (ii) the existence
of any setoff,  claim,  abatement,  recoupment,  defense or other right that any
Person  (including  any Group  Member) may have against the  beneficiary  of any
Letter of  Credit  or any other  Person,  whether  in  connection  with any Loan
Document or any other Contractual Obligation or transaction, or the existence of
any  other  withholding,  abatement  or  reduction,  (iii)  in the  case  of the
obligations  of any Revolving  Credit  Lender,  (A) the failure of any condition
precedent  set forth in Section 3.2 to be  satisfied  (each of which  conditions
precedent the Revolving  Credit  Lenders  hereby  irrevocably  waive) or (B) any
adverse  change in the condition  (financial or otherwise) of any Loan Party and
(iv) any other act or omission to act or delay of any kind of any Secured  Party
or any other Person or any other event or  circumstance  whatsoever,  whether or
not similar to any of the foregoing,  that might, but for the provisions of this
Section 2.4,  constitute a legal or equitable discharge of any obligation of the
Borrower or any Revolving Credit Lender hereunder.

      Section 2.5 Reduction and  Termination of the  Commitments.  (a) Optional.
The Borrower may, upon notice to the Administrative Agent, terminate in whole or
reduce in part ratably any unused portion of the Revolving  Credit  Commitments;
provided that after giving effect to any such reduction of the Revolving  Credit
Commitments,  the aggregate remaining amount of the Revolving Credit Commitments
shall not be less than $5,000,000.

            (b) Mandatory.  All outstanding  Commitments  shall terminate (i) in
the case of the Term Loan Facility,  on the Closing Date (after giving effect to
any  Borrowing  occurring  on such  date) and (ii) in the case of the  Revolving
Credit Facility, on the Scheduled Revolving Credit Termination Date.

      Section 2.6  Repayment of Loans.  (a) The  Borrower  promises to repay the
entire  unpaid  principal  amount of the  Revolving  Loans  and the Swing  Loans
advanced to the Borrower on the Scheduled Revolving Credit Termination Date.

            (b) The Borrower promises to repay the Term Loans as follows: (i) in
quarterly  installments  each in an amount  equal to $100,000 on the last day of
each Fiscal Quarter  commencing with the Fiscal Quarter ending on March 31, 2008
and (ii) the unpaid  principal  amount of the Term Loans on the  Scheduled  Term
Loan Maturity Date.

      Section 2.7 Optional Prepayments.  The Borrower may prepay the outstanding
principal  amount of any Loan in whole or in part at any time (together with any
breakage costs


                                       38


that may be owing  pursuant  to  Section  2.16(a)  after  giving  effect to such
prepayment  and any  prepayment  fee with  respect to the Term Loan  referred to
below)  upon at  least  two (2)  Business  Days'  prior  written  notice  to the
Administrative  Agent.  If Borrower  prepays all or any portion of the Term Loan
pursuant  to this  Section  2.7 or  Section  2.8(b)  on or prior  to the  second
anniversary of the Closing Date,  Borrower shall also pay to the  Administrative
Agent,  for the benefit of Lenders,  a prepayment  fee in an amount equal to the
Applicable  Percentage (as defined below) multiplied by the aggregate  principal
amount  of the Term  Loan so  prepaid.  As used  herein,  the  term  "Applicable
Percentage"  shall mean (x) 2%, in the case of a  prepayment  on or prior to the
first  anniversary  of the Closing  Date and (y) 1% in the case of a  prepayment
after the first  anniversary  of the Closing  Date but on or prior to the second
anniversary  thereof.  The Loan Parties  agree that such  prepayment  fees are a
reasonable  calculation of Lenders' lost profits in view of the difficulties and
impracticalities   of  determining   actual  damages  resulting  from  an  early
prepayment of the Term Loans.

      Section 2.8  Mandatory  Prepayments.  (a) Excess Cash Flow.  The  Borrower
shall pay or cause to be paid to the  Administrative  Agent on the date on which
Financial  Statements  are delivered  pursuant to Section  6.1(c) for any Fiscal
Year  ending  after the  Closing  Date  (commencing  with the Fiscal Year ending
December  31,  2008) an  amount  equal to 50% of the  Excess  Cash Flow for such
Fiscal Year.

            (b) Debt Issuances. Upon receipt on or after the Closing Date by any
Loan  Party  or any of  its  Subsidiaries  of Net  Cash  Proceeds  arising  from
incurrence by any Group Member of Indebtedness (other than any such Indebtedness
permitted to be incurred under this Agreement),  the Borrower shall  immediately
pay or  cause to be paid to the  Administrative  Agent  an  amount  equal to the
amount of such Net Cash Proceeds.

            (c)  Extraordinary  Receipts.  Upon  receipt on or after the Closing
Date by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts,
the Borrower  shall  immediately  pay or cause to be paid to the  Administrative
Agent an amount equal to the amount of such Extraordinary Receipts.

            (d) Asset Sales,  Property Loss Events. Upon receipt on or after the
Closing Date by any Loan Party or any of its Domestic  Subsidiaries  of Net Cash
Proceeds  arising  from (i) any Sale by any Group  Member of any of its property
(other than Sales of its own Stock and Sales of property permitted  hereunder in
reliance  upon Section 8.4) or (ii) any Property  Loss Event with respect to any
property of any Group Member to the extent  resulting in the aggregate  with all
other  such  Property  Loss  Events  in the  receipt  by any of them of Net Cash
Proceeds in excess of $250,000,  the Borrower shall  immediately pay or cause to
be paid to the  Administrative  Agent an amount  equal to the amount of such Net
Cash Proceeds;  provided,  however,  that, upon any such receipt,  as long as no
Event of  Default  shall be  continuing,  any Group  Member  may make  Permitted
Reinvestments with such Net Cash Proceeds and the Borrower shall not be required
to make or cause  such  payment to the  extent  (x) such Net Cash  Proceeds  are
intended to be used to make Permitted Reinvestments and (y) on each Reinvestment
Prepayment  Date for such Net Cash Proceeds,  the Borrower shall pay or cause to
be  paid  to the  Administrative  Agent  an  amount  equal  to the  Reinvestment
Prepayment Amount  corresponding to such  Reinvestment  Prepayment Date and such
Net Cash Proceeds.

            (e)  Excess  Outstandings.  On  any  date  on  which  the  aggregate
principal  amount  of  Revolving  Credit  Outstandings   exceeds  the  aggregate
Revolving Credit Commitments, the Borrower shall pay to the Administrative Agent
an amount equal to such excess.


                                       39


            (f) Application of Payments. Any payments made to the Administrative
Agent  pursuant  to this  Section  2.8 shall be  applied to the  Obligations  in
accordance with Section 2.12(b).

            (g) No  Premium.  Except  with  respect to  prepayments  pursuant to
Section 2.8(b) hereof, no prepayment premium or fee of any kind shall be payable
with respect to prepayments pursuant to this Section 2.8.

      Section 2.9 Interest.  (a) Rate. All Loans and the  outstanding  amount of
all other Obligations (other than pursuant to Secured Hedging  Agreements) shall
bear interest, in the case of Loans, on the unpaid principal amount thereof from
the date such Loans are made and,  in the case of such other  Obligations,  from
the date such other Obligations are due and payable until, in all cases, paid in
full, except as otherwise  provided in clause (c) below, as follows:  (i) in the
case of Base Rate  Loans,  at a rate per annum equal to the sum of the Base Rate
and the Applicable Margin, each as in effect from time to time, (ii) in the case
of Eurodollar Rate Loans, at a rate per annum equal to the sum of the Eurodollar
Rate, as in effect for the applicable Interest Period and the Applicable Margin,
as in effect from time to time, and (iii) in the case of other Obligations, at a
rate per annum equal to the sum of the Base Rate and the  Applicable  Margin for
Revolving Loans that are Base Rate Loans, each as in effect from time to time.

            (b)  Payments.  Interest  accrued shall be payable in arrears (i) if
accrued  on the  principal  amount  of any Loan,  (A) at  maturity  (whether  by
acceleration or otherwise), (B) if such Loan is a Term Loan, upon the payment or
prepayment of the principal amount on which such interest has accrued and (C)(1)
if such Loan is a Base Rate Loan  (including a Swing  Loan),  on the last day of
each calendar  quarter  commencing on the first such day following the making of
such Loan,  (2) if such Loan is a Eurodollar  Rate Loan, on the last day of each
Interest Period applicable to such Loan and, if applicable,  on each date during
such  Interest  Period  occurring  every 3  months  from the  first  day of such
Interest  Period  and (ii) if accrued on any other  Obligation,  on demand  from
Administrative  Agent after the time such Obligation is due and payable (whether
by acceleration or otherwise).

            (c)  Default  Interest.   Notwithstanding   the  rates  of  interest
specified in clause (a) above or elsewhere in any Loan Document, at the election
of either Agent or the Required  Lenders  while any Event of Default  exists (or
automatically  while any Event of Default  under  Section  9.1(e)  exists),  all
unpaid Obligations (including any Obligation that bears interest by reference to
the rate applicable to any other  Obligation)  shall bear interest from the date
of  occurrence of such Event of Default at a rate that is 2% per annum in excess
of the interest rate applicable to such Obligations  from time to time,  payable
on demand.

            (d) Maximum  Lawful Rate.  Notwithstanding  anything to the contrary
set forth in this Section 2.9, if a court of competent  jurisdiction  determines
in a final order that the rate of interest payable hereunder exceeds the highest
rate of interest permissible under law (the "Maximum Lawful Rate"), then so long
as the Maximum  Lawful Rate would be so exceeded,  the rate of interest  payable
hereunder shall be equal to the Maximum Lawful Rate; provided,  however, that if
at any time thereafter the rate of interest  payable  hereunder is less than the
Maximum Lawful Rate,  Borrower  shall continue to pay interest  hereunder at the
Maximum Lawful Rate until such time as the total interest received by Lenders is
equal to the total  interest that would have been received had the interest rate
payable  hereunder  been (but for the operation of this  paragraph) the interest
rate payable  since the Closing Date as  otherwise  provided in this  Agreement.
Thereafter,  interest  hereunder shall be paid at the rate(s) of interest and in
the manner  provided in clauses (a) through (d) of this Section 2.9,  unless and
until the rate of interest  again


                                       40


exceeds the Maximum  Lawful Rate,  and at that time this  paragraph  shall again
apply.  In no event shall the total interest  received by any Lender pursuant to
the terms hereof exceed the amount that such Lender could lawfully have received
had the interest due hereunder  been  calculated for the full term hereof at the
Maximum Lawful Rate. If the Maximum  Lawful Rate is calculated  pursuant to this
paragraph,  such  interest  shall be  calculated  at a daily  rate  equal to the
Maximum  Lawful  Rate  divided  by the  number of days in the year in which such
calculation is made. If,  notwithstanding the provisions of this Section 2.9(d),
a court of competent  jurisdiction  shall finally  determine that any Lender has
received  interest  hereunder in excess of the Maximum Lawful Rate,  such Lender
shall, to the extent permitted by applicable law,  promptly apply such excess in
the order  specified in Section 2.12 and  thereafter  shall refund any excess to
Borrower or as a court of competent jurisdiction may otherwise order.

      Section 2.10 Conversion and Continuation Options. (a) Option. The Borrower
may  elect (i) in the case of any  Eurodollar  Rate  Loan (A) to  continue  such
Eurodollar Rate Loan or any portion thereof for an additional Interest Period on
the last day of the Interest Period  applicable  thereto and (B) to convert such
Eurodollar Rate Loan or any portion thereof into a Base Rate Loan at any time on
any  Business  Day,  subject to the payment of any  breakage  costs  required by
Section  2.16(a),  and (ii) in the case of Base Rate  Loans  (other  than  Swing
Loans),  to convert such Base Rate Loans or any portion  thereof into Eurodollar
Rate Loans at any time on any Business Day;  provided,  however,  that,  (x) for
each Interest Period,  the aggregate amount of Eurodollar Rate Loans having such
Interest  Period  must be in an amount  not less than  $100,000  or an  integral
multiple of $50,000 and (y) no conversion in whole or in part of Base Rate Loans
to Eurodollar  Rate Loans and no  continuation in whole or in part of Eurodollar
Rate Loans shall be  permitted at any time at which (1) a Default or an Event of
Default shall be continuing and the Administrative Agent or the Required Lenders
shall have determined in their sole discretion not to permit such conversions or
continuations  or (2) such  continuation  or  conversion  would be made during a
suspension imposed by Section 2.15.

            (b)  Procedure.  Each  such  election  shall be made by  giving  the
Administrative  Agent  at  least  three  (3)  Business  Days'  prior  notice  in
substantially  the form of Exhibit F (a "Notice of Conversion or  Continuation")
duly completed.  The  Administrative  Agent shall promptly notify each Lender of
its  receipt  of a Notice  of  Conversion  or  Continuation  and of the  options
selected therein.  If the Administrative  Agent does not receive a timely Notice
of Conversion or Continuation from the Borrower  containing a permitted election
to continue or convert any Eurodollar  Rate Loan,  then,  upon the expiration of
the applicable Interest Period, such Loan shall be automatically  converted to a
Base Rate Loan.  Each  partial  conversion  or  continuation  shall be allocated
ratably among the Lenders in the  applicable  Facility in accordance  with their
Pro Rata Share.

      Section 2.11 Fees. (a) Unused  Commitment  Fee. The Borrower agrees to pay
to each  Revolving  Credit Lender a commitment fee on the actual daily amount by
which the Revolving Credit  Commitment of such Lender exceeds its Pro Rata Share
of the sum of (i) the aggregate  outstanding principal amount of Revolving Loans
and (ii) the outstanding amount of the L/C Obligations for all Letters of Credit
(the "Unused  Commitment Fee") from the date hereof through the Revolving Credit
Termination  Date at a rate of 0.50% per annum,  payable  in arrears  (x) on the
last day of each calendar  quarter and (y) on the Revolving  Credit  Termination
Date.

            (b) Letter of Credit Fees. The Borrower  agrees to pay, with respect
to all  Letters  of Credit  Issued by any L/C  Issuer,  (i) to such L/C  Issuer,
certain customary fees,  documentary and processing charges as separately agreed
between the Borrower and such L/C Issuer or  otherwise in  accordance  with such
L/C Issuer's  standard  schedule in effect at the time of


                                       41


determination  thereof and (ii) to the Administrative  Agent, for the benefit of
the Revolving Credit Lenders  according to their Pro Rata Shares, a fee accruing
at a rate per annum equal to the Applicable  Margin for Revolving Loans that are
Eurodollar  Rate Loans on the maximum  undrawn  face  amount of such  Letters of
Credit, payable in arrears (A) on the last day of each calendar quarter,  ending
after the  issuance  of such  Letter of Credit and (B) on the  Revolving  Credit
Termination Date; provided, however, that the fee payable under this clause (ii)
shall be  increased  by 2% per annum and shall be  payable,  in  addition  to be
payable on any date it is otherwise  required to be paid  hereunder,  on demand,
effective  immediately upon any increase in the interest rate on the Obligations
pursuant to Section  2.09(c) and shall be in effect for as long as such increase
in the  interest  rate on the  Obligations  pursuant  to  Section  2.09(c) is in
effect.

            (c) Additional  Fees.  The Borrower shall pay to the  Administrative
Agent and its Related  Persons its reasonable and customary fees and expenses in
connection with any payments made pursuant to Section 2.16(a)  (Breakage  Costs)
and has agreed to pay the  additional  fees to the Agents  described  in the Fee
Letter.

      Section  2.12  Application  of  Payments.  (a)  Application  of  Voluntary
Prepayments.  Unless otherwise provided in this Section 2.12 or elsewhere in any
Loan Document, all payments and any other amounts received by the Administrative
Agent  from or for the  benefit of the  Borrower  shall be applied to repay such
Obligations as the Borrower designates.

            (b) Application of Mandatory Prepayments.  Subject to the provisions
of clause  (c) below with  respect to the  application  of  payments  during the
continuance  of an Event of  Default,  any payment  made by the  Borrower to the
Administrative  Agent  pursuant  to Section 2.8 or any other  prepayment  of the
Obligations  required to be applied in accordance  with this clause (b) shall be
applied  first,  (other  than in respect of any  payment  required  pursuant  to
Section  2.8(e)) to repay the outstanding  principal  balance of the Term Loans,
second,  to repay the outstanding  principal  balance of the Revolving Loans and
the Swing Loans  (which  shall  effect a permanent  reduction  in the  Revolving
Credit  Commitment),  third,  in the case of any  payment  required  pursuant to
Section  2.8(e),  to provide cash  collateral to the extent and in the manner in
Section 9.3 and, then, any excess shall be retained by the Borrower.

            (c) Application of Payments During an Event of Default. The Borrower
hereby  irrevocably  waives,  and agrees to cause each Loan Party and each other
Group  Member  to  waive,  the  right  to  direct  the  application  during  the
continuance  of an Event of Default of any and all  payments or  prepayments  in
respect of any  Obligation  and any  proceeds  of  Collateral  and agrees  that,
notwithstanding  the  provisions of clause (a) above,  the Agents may, and, upon
either (A) the direction of the Required  Lenders or (B) the  termination of any
Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall,
apply all  payments  in respect of any  Obligation,  all funds on deposit in any
Cash  Collateral  Account and all other proceeds of Collateral (i) first, to pay
Obligations  in  respect  of  any  cost  or  expense  reimbursements,   fees  or
indemnities then due to the Agents,  (ii) second,  to pay Obligations in respect
of any  cost or  expense  reimbursements,  fees or  indemnities  then due to the
Lenders and the L/C Issuers,  (iii) third,  to pay interest then due and payable
in respect of the Loans and L/C Reimbursement Obligations, (iv) fourth, to repay
the  outstanding   principal   amounts  of  the  Loans  and  L/C   Reimbursement
Obligations,  to provide cash collateral for Letters of Credit in the manner and
to the extent  described in Section 9.3 and to pay amounts owing with respect to
Secured  Hedging  Agreements,  (v) fifth,  to the  ratable  payment of all other
Obligations and (vi) sixth, to the Borrower.


                                       42


            (d) Application of Payments Generally.  All payments and prepayments
that would  otherwise be allocated to the Revolving  Credit Lenders  pursuant to
this Section 2.12 shall instead be allocated  first,  to repay interest on Swing
Loans, on any portion of the Revolving Loans that the  Administrative  Agent may
have advanced on behalf of any Lender and on any L/C  Reimbursement  Obligation,
in each case for which the Administrative  Agent or, as the case may be, the L/C
Issuer has not then been  reimbursed by such Lender or the  Borrower,  second to
pay the outstanding  principal amount of the foregoing obligations and third, to
repay the Revolving  Loans.  All payments and prepayments of any Revolving Loans
or Term Loans shall be applied  first,  to repay such Loans  outstanding as Base
Rate Loans and then, to repay such Loans  outstanding as Eurodollar  Rate Loans,
with those Eurodollar Rate Loans having earlier expiring  Interest Periods being
repaid prior to those having later expiring Interest  Periods.  All payments and
prepayments of Term Loans shall be applied to reduce the remaining  installments
of such  outstanding  principal  amounts of the Term  Loans in inverse  order of
maturity.  If  sufficient  amounts are not  available  to repay all  outstanding
Obligations  described in any priority level set forth in this Section 2.12, the
available amounts shall be applied, unless otherwise expressly specified herein,
to such  Obligations  ratably based on the  proportion  of the Secured  Parties'
interest in such Obligations.  Any priority level set forth in this Section 2.12
that includes interest shall include all such interest,  whether or not accruing
after the  filing of any  petition  in  bankruptcy  or the  commencement  of any
insolvency, reorganization or similar proceeding, and whether or not a claim for
post-filing or post-petition interest is allowed in any such proceeding.

      Section 2.13 Payments and Computations.  (a) Procedure. The Borrower shall
make each  payment  under any Loan  Document not later than 1:00 p.m. on the day
when due to the  Administrative  Agent by wire transfer to the following account
(or at such other  account or by such other  means to such other  address as the
Administrative  Agent  shall have  notified  the  Borrower  in writing  within a
reasonable  time prior to such  payment) in  immediately  available  Dollars and
without setoff or counterclaim:

        US Bank NA
        St. Paul, Minnesota
        ABA No. - 091000022
        Account Number - 173103781352
        Account Name/Reference: Churchill Financial LLC/GoAmerica, Inc.
        Attention: Kyle Harcourt and Mike Kam

The  Administrative  Agent shall  promptly  thereafter  cause to be  distributed
immediately  available  funds relating to the payment of principal,  interest or
fees to the Lenders, in accordance with the application of payments set forth in
Section  2.12.  The Lenders  shall make any payment  under any Loan  Document in
immediately available Dollars and without setoff or counterclaim. Each Revolving
Credit  Lender  shall  make each  payment  for the  account of any L/C Issuer or
Swingline  Lender  required  pursuant to Section 2.3 or 2.4 (A) if the notice or
demand  therefor  was received by such Lender prior to 1:00 p.m. on any Business
Day, on such Business Day and (B) otherwise,  on the Business Day following such
receipt.  Payments received by the Administrative Agent after 1:00 p.m. shall be
deemed to be received on the next Business Day.

            (b) Computations of Interests and Fees. All computations of interest
and of fees shall be made by the Administrative  Agent on the basis of a year of
360 days (or, in the case of Base Rate Loans,  365/366  days),  in each case for
the actual number of days  (including  the first day but excluding the last day)
occurring  in the period  for which such  interest  and fees are  payable.  Each
determination of an interest rate or the amount of a fee hereunder shall be made
by the  Administrative  Agent (including  determinations of a Eurodollar Rate or
Base Rate in


                                       43


accordance  with  the   definitions  of  "Eurodollar   Rate"  and  "Base  Rate",
respectively)  and shall be  conclusive,  binding  and  final for all  purposes,
absent manifest error.

            (c) Payment Dates. Whenever any payment hereunder shall be stated to
be due on a day other than a Business  Day, the due date for such payment  shall
be extended to the next  succeeding  Business  Day without any  increase in such
payment as a result of additional interest or fees; provided, however, that such
interest and fees shall continue accruing as a result of such extension of time.

            (d) Advancing Payments.  Unless the Administrative  Agent shall have
received  notice from the Borrower prior to the date on which any payment is due
hereunder   that  the  Borrower  will  not  make  such  payment  in  full,   the
Administrative  Agent may assume that the Borrower has made such payment in full
to the Administrative  Agent on such date and the  Administrative  Agent may, in
reliance upon such  assumption,  cause to be  distributed to each Lender on such
due date an  amount  equal to the  amount  then due such  Lender.  If and to the
extent  that the  Borrower  shall  not have  made  such  payment  in full to the
Administrative  Agent,  each Lender shall repay to the  Administrative  Agent on
demand such amount distributed to such Lender together with interest thereon (at
the Federal Funds Rate for the first  Business Day and  thereafter,  at the rate
applicable to Base Rate Loans under the  applicable  Facility) for each day from
the date such amount is  distributed  to such Lender  until the date such Lender
repays such amount to the Administrative Agent.

      Section 2.14 Evidence of Debt.  (a) Records of Lenders.  Each Lender shall
maintain in accordance with its usual practice accounts evidencing  Indebtedness
of the Borrower to such Lender resulting from each Loan of such Lender from time
to time,  including  the amounts of principal  and interest  payable and paid to
such Lender from time to time under this  Agreement.  In  addition,  each Lender
having sold a participation  in any of its  Obligations or having  identified an
SPV as such to the Administrative  Agent, acting as a non-fiduciary agent of the
Borrower  solely for this purpose and solely for tax purposes,  shall  establish
and  maintain  at its  address  referred  to in Section  11.11 (or at such other
address as such Lender  shall  notify the  Borrower) a record of  ownership,  in
which such Lender shall  register by book entry (A) the name and address of each
such  participant  and SPV (and each change  thereto,  whether by  assignment or
otherwise) and (B) the rights,  interest or obligation of each such  participant
and SPV in any  Obligation,  in any  Commitment  and in any right to receive any
payment  hereunder (a register for  participants,  "Participant  Register" and a
register  for  SPV  assignments,  "SPV  Register").  Any  participation  of such
Registered  Loan and any assignment to a SPV (and any  registered  note, if any,
evidencing  the same shall  expressly  so provide)  may be effected  only by the
registration of such participation or assignment on the Participant  Register or
SPV Register.

            (b)  Records of  Administrative  Agent.  The  Administrative  Agent,
acting as agent of the Borrower  solely for tax purposes and solely with respect
to the actions  described in this Section 2.14,  shall establish and maintain at
its  address  referred  to in  Section  11.11 (or at such  other  address as the
Administrative  Agent may notify the  Borrower)  (A) a record of ownership  (the
"Register") in which the  Administrative  Agent shall register by book entry the
interests   (including  any  rights  to  receive   payment   hereunder)  of  the
Administrative  Agent, each Lender and each L/C Issuer in the Term Loans and the
Revolving Credit Outstandings, each of their obligations under this Agreement to
participate in each Loan, Letter of Credit and L/C Reimbursement Obligation, and
any assignment of any such interest, obligation or right and (B) accounts in the
Register in accordance  with its usual practice in which it shall record (1) the
names and addresses of the Lenders and the L/C Issuers (and each change  thereto
pursuant to Section 2.18 (Substitution of Lenders) and Section 11.2 (Assignments
and  Participations;  Binding


                                       44


Effect)),  (2) the  Commitments of each Lender,  (3) the amount of each Loan and
each  funding  of any  participation  described  in clause  (A)  above,  and for
Eurodollar Rate Loans, the Interest Period applicable thereto, (4) the amount of
any  principal  or interest  due and payable or paid,  (5) the amount of the L/C
Reimbursement  Obligations  due and  payable  or paid and (6) any other  payment
received by the  Administrative  Agent from the Borrower and its  application to
the Obligations.  In the case of an assignment  pursuant to the last sentence of
Section  11.2(c) as to which an  Assignment  Agreement  is not  delivered to the
Administrative Agent, the assigning Lender shall, acting solely for this purpose
as a non-fiduciary agent of the Borrower, maintain, or cause to be maintained, a
register (the "Related Party Register") comparable to the Register.

            (c) Registered Obligations. Notwithstanding anything to the contrary
contained in this  Agreement,  the Loans  (including any Notes  evidencing  such
Loans and, in the case of Revolving  Loans,  the  corresponding  obligations  to
participate  in L/C  Obligations  and  Swing  Loans)  and the L/C  Reimbursement
Obligations are registered  obligations (each a "Registered  Loan"),  the right,
title and interest of the Lenders and the L/C Issuers and their assignees in and
to such Loans or L/C  Reimbursement  Obligations,  as the case may be,  shall be
transferable  only upon  notation  of such  transfer  in the  Register,  the SPV
Register,  or the  Related  Party  Register  (whichever  is  applicable)  and no
assignment thereof shall be effective until recorded therein.  This Section 2.14
and  Section  11.2 shall be  construed  so that the Loans and L/C  Reimbursement
Obligations are at all times maintained in "registered  form" within the meaning
of  Sections  163(f),  871(h)(2)  and  881(c)(2)  of the  Code  and any  related
regulations (and any successor provisions).

            (d) Prima Facie  Evidence.  The entries  made in the Register and in
the accounts  maintained  pursuant to clauses (a) and (b) above  (including  the
Related  Party  Register and SPV  Register)  shall,  to the extent  permitted by
applicable  Requirements  of Law, be prima facie  evidence of the  existence and
amounts of the obligations recorded therein; provided, however, that no error in
such  account  and no  failure  of any  Lender  or the  Administrative  Agent to
maintain any such  account  shall  affect the  obligations  of any Loan Party to
repay the Loans in accordance with their terms.  In addition,  the Loan Parties,
the  Administrative  Agent,  the Lenders  and the L/C  Issuers  shall treat each
Person  whose name is  recorded in the  Register  as a Lender or L/C Issuer,  as
applicable,  for all purposes of this  Agreement.  Information  contained in the
Register, the Related Party Register, the SPV Register, the Participant Register
and the records  maintained  pursuant  to Section  2.14(b)  with  respect to any
Lender, participant,  SPV or any L/C Issuer shall be available for access by the
Borrower,  the  Administrative  Agent,  such  Lender  or such L/C  Issuer at any
reasonable time and from time to time upon reasonable prior notice. No Lender or
L/C Issuer shall, in such capacity,  have access to or be otherwise permitted to
review any  information in the Register other than  information  with respect to
such Lender or L/C Issuer unless otherwise agreed by the Administrative Agent.

            (e) Notes.  Upon any Lender's  request,  the Borrower shall promptly
execute and deliver Notes to such Lender  evidencing the Loans of such Lender in
a Facility and substantially in the form of Exhibit B; provided,  however,  that
only one Note for each Facility shall be issued to each Lender, except (i) to an
existing  Lender  exchanging  existing Notes to reflect  changes in the Register
relating to such  Lender,  in which case the new Notes  delivered to such Lender
shall be  dated  the date of the  original  Notes  and (ii) in the case of loss,
destruction  or mutilation  of existing  Notes and similar  circumstances.  Each
Note, if issued,  shall only be issued as means to evidence the right,  title or
interest of a Lender or a registered assignee in and to the related Loan, as set
forth in the  Register,  and in no event shall any Note be  considered  a bearer
instrument or obligation.


                                       45


      Section 2.15  Suspension of Eurodollar  Rate Option.  Notwithstanding  any
provision to the contrary in this Article II, the following shall apply:

            (a) Interest  Rate  Unascertainable,  Inadequate  or Unfair.  In the
event that (A) the  Administrative  Agent determines in good faith that adequate
and fair means do not exist for  ascertaining  the applicable  interest rates by
reference to which the Eurodollar Rate is determined or (B) the Required Lenders
notify the Administrative Agent that the Eurodollar Rate for any Interest Period
will not  adequately  reflect the cost to the  Lenders of making or  maintaining
such Loans for such Interest Period, the Administrative  Agent shall promptly so
notify the Borrower and the Lenders,  whereupon the obligation of each Lender to
make or to  continue  Eurodollar  Rate Loans shall be  suspended  as provided in
clause (c) below until the  Administrative  Agent shall notify the Borrower that
the  Required  Lenders  have  determined  that the  circumstances  causing  such
suspension no longer exist.

            (b)  Illegality.  If any  Lender  determines  in good faith that the
introduction of, or any change in or in the  interpretation  of, any Requirement
of Law  after  the  date of  this  Agreement  shall  make  it  unlawful,  or any
Governmental  Authority shall assert that it is unlawful,  for any Lender or its
applicable  lending office to make  Eurodollar Rate Loans or to continue to fund
or maintain  Eurodollar Rate Loans,  then, on notice thereof and demand therefor
by such Lender to the Borrower through the Administrative  Agent, the obligation
of such Lender to make or to continue  Eurodollar  Rate Loans shall be suspended
as  provided  in  clause  (c)  below  until  such  Lender  shall,   through  the
Administrative  Agent,  notify the Borrower that it has  determined  that it may
lawfully make Eurodollar Rate Loans.

            (c) Effect of Suspension. If the obligation of any Lender to make or
to continue  Eurodollar  Rate Loans is  suspended,  (A) the  obligation  of such
Lender to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended,
(B) such  Lender  shall  make a Base  Rate Loan at any time  such  Lender  would
otherwise  be obligated  to make a  Eurodollar  Rate Loan,  (C) the Borrower may
revoke any pending  Notice of Borrowing or Notice of Conversion or  Continuation
to make or continue  any  Eurodollar  Rate Loan or to convert any Base Rate Loan
into a  Eurodollar  Rate Loan and (D) each  Eurodollar  Rate Loan of such Lender
shall  automatically and immediately (or, in the case of any suspension pursuant
to clause (a) above, on the last day of the current  Interest Period thereof) be
converted into a Base Rate Loan.

      Section 2.16 Breakage Costs;  Increased Costs; Capital  Requirements.  (a)
Breakage Costs. The Borrower shall compensate each Lender, upon demand from such
Lender  to the  Borrower  (with  copy  to the  Administrative  Agent),  for  all
Liabilities  (including,   in  each  case,  those  incurred  by  reason  of  the
liquidation or  reemployment  of deposits or other funds acquired by such Lender
to prepare to fund,  to fund or to maintain  the  Eurodollar  Rate Loans of such
Lender to the Borrower but  excluding any loss of the  Applicable  Margin on the
relevant  Loans) that such  Lender may incur (A) to the  extent,  for any reason
other  than  solely by reason  of such  Lender  being a  Non-Funding  Lender,  a
proposed  Borrowing,  conversion  into or  continuation of Eurodollar Rate Loans
does not occur on a date specified therefor in a Notice of Borrowing or a Notice
of Conversion or  Continuation  or in a similar request made by telephone by the
Borrower,  (B) to the extent any Eurodollar Rate Loan is paid (whether through a
scheduled,  optional or mandatory  prepayment)  or converted to a Base Rate Loan
(including  because of  Section  2.15) on a date that is not the last day of the
applicable  Interest  Period  or (C) as a  consequence  of  any  failure  by the
Borrower to repay  Eurodollar Rate Loans when required by the terms hereof.  For
purposes  of this clause  (a),  each Lender  shall be deemed to have funded each
Eurodollar  Rate Loan made by it using a matching  deposit or other borrowing in
the London interbank market.


                                       46


            (b)  Increased  Costs.  If at any  time  any  Lender  or L/C  Issuer
determines that, after the date hereof,  the adoption of, or any change in or in
the  interpretation,  application or administration  of, or compliance with, any
Requirement of Law (other than any imposition or increase of Eurodollar  Reserve
Requirements)  from any  Governmental  Authority  shall  have the  effect of (i)
increasing  the cost to such  Lender  of  making,  funding  or  maintaining  any
Eurodollar  Rate Loan or to agree to do so or of  participating,  or agreeing to
participate,  in  extensions  of credit,  (ii)  increasing  the cost to such L/C
Issuer of Issuing or maintaining any Letter of Credit or of agreeing to do so or
(iii)  imposing  any other  cost to such  Lender or L/C Issuer  with  respect to
compliance  with its obligations  under any Loan Document,  then, upon demand by
such Lender or L/C Issuer (with copy to the Administrative  Agent), the Borrower
shall pay to the  Administrative  Agent for the  account  of such  Lender or L/C
Issuer  amounts  sufficient  to  compensate  such  Lender or L/C Issuer for such
increased cost.

            (c) Increased Capital Requirements. If at any time any Lender or L/C
Issuer determines that, after the date hereof, the adoption of, or any change in
or in the interpretation,  application or administration of, or compliance with,
any  Requirement  of Law (other than any  imposition  or increase of  Eurodollar
Reserve   Requirements)  from  any  Governmental   Authority  regarding  capital
adequacy,  reserves,  special  deposits,  compulsory  loans,  insurance  charges
against property of, deposits with or for the account of,  Obligations owing to,
or other credit  extended or participated in by, any Lender or L/C Issuer or any
similar  requirement  (in each case other than any  imposition  or  increase  of
Eurodollar Reserve  Requirements)  shall have the effect of reducing the rate of
return  on the  capital  of such  Lender's  or L/C  Issuer  (or any  corporation
controlling such Lender or L/C Issuer) as a consequence of its obligations under
or with  respect to any Loan  Document or Letter of Credit to a level below that
which,  taking into account the capital  adequacy  policies of such Lender,  L/C
Issuer or  corporation,  such  Lender,  L/C  Issuer or  corporation  could  have
achieved but for such adoption or change, then, upon demand from time to time by
such  Lender or L/C  Issuer  (with a copy of such  demand to the  Administrative
Agent),  the Borrower shall pay to the  Administrative  Agent for the account of
such Lender amounts sufficient to compensate such Lender for such reduction.

            (d) Compensation  Certificate.  Each demand for  compensation  under
this Section 2.16 shall be  accompanied  by a  certificate  of the Lender or L/C
Issuer  claiming  such  compensation,  setting  forth in  reasonable  detail the
amounts to be paid hereunder, which certificate shall be conclusive, binding and
final for all purposes,  absent manifest error. In determining such amount, such
Lender or L/C Issuer may use any reasonable averaging and attribution methods.

            (e)  Notwithstanding  anything to the contrary in this Section,  the
Borrower  shall not be required to compensate  any Lender or the  Administrative
Agent  pursuant to this Section 2.16 for any amounts  incurred more than 90 days
prior to the date  such  Lender  or such  Agent,  as  applicable,  notifies  the
Borrower of such Person's  intention to claim  compensation  therefor;  provided
that,  if the  event  giving  rise to such  increased  costs  or  reductions  is
retroactive,  then the 90 day period  referred  to above  shall be  extended  to
include the period of retroactive effect thereof.

      Section  2.17  Taxes.  (a)  Payments  Free and Clear of  Taxes.  Except as
otherwise  provided in this Section  2.17,  each payment by any Loan Party under
any Loan  Document  shall be made free and clear of all present or future taxes,
levies,  imposts,  deductions,  charges or withholdings and all liabilities with
respect  thereto  (and without  deduction  for any of them) except for (i) taxes
measured by net income  (including  branch  profits  taxes) and franchise  taxes
imposed in lieu of net income taxes,  and including all  liabilities,  penalties
and interest  with


                                       47


respect to any of the  foregoing in each case imposed on any Secured  Party as a
result of a present or former  connection  between  such  Secured  Party and the
jurisdiction of the  Governmental  Authority  imposing such tax or any political
subdivision or taxing  authority  thereof or therein (other than such connection
arising  solely from any Secured Party having  executed,  delivered or performed
its  obligations or received a payment under,  or enforced,  any Loan Document),
(ii) United States federal  withholding  taxes to the extent that the obligation
to  withhold  amounts  existed  on the date that  such  Secured  Party  became a
"Secured Party" hereunder except to the extent such Secured Party is a direct or
indirect  assignee  (other  than  pursuant  to clause  (iii) of Section  2.18(a)
(Substitution of Lenders)) of any other Secured Party that was entitled,  at the
time the assignment from such other Secured Party became  effective,  to receive
additional  amounts  under this clause,  or (iii) taxes that would not have been
imposed  but  for the  failure  (other  than  as a  result  of a  change  in any
Requirement of Law) by any Secured Party to deliver the  documentation  required
to be delivered pursuant to clause (f) below (collectively, "Taxes").

            (b)  Gross-Up.  If any Taxes shall be required by law to be deducted
from or in respect of any amount payable under any Loan Document (other than any
Secured  Hedging  Agreement)  to any  Secured  Party  (i) such  amount  shall be
increased as necessary to ensure that,  after all required  deductions for Taxes
are made (including  deductions  applicable to any increases to any amount under
this  Section  2.17),  such  Secured  Party  receives  the  amount it would have
received had no such  deductions  been made,  (ii) the relevant Loan Party shall
make such  deductions,  (iii) the relevant  Loan Party shall timely pay the full
amount  deducted  to  the  relevant  taxing  authority  or  other  authority  in
accordance  with  applicable  Requirements  of Law and (iv) within 30 days after
such payment is made or as soon as practicable thereafter,  the relevant Secured
Party shall deliver to the Administrative Agent an original or certified copy of
a receipt evidencing such payment.

            (c) Other  Taxes.  In  addition,  the  Borrower  agrees to pay,  and
authorizes the Administrative Agent to pay in its name, any stamp,  documentary,
excise or property  tax,  charges or similar  levies  imposed by any  applicable
Requirement of Law or Governmental  Authority and all  Liabilities  with respect
thereto  (including  by reason of any delay in  payment  thereof),  in each case
arising from the  execution,  delivery or  registration  of, or  otherwise  with
respect  to,  any  Loan  Document  or  any  transaction   contemplated   therein
(collectively,  "Other Taxes").  The Swingline  Lender may, without any need for
notice,  demand or consent from the Borrower,  by making funds  available to the
Administrative Agent in the amount equal to any such payment,  make a Swing Loan
to the  Borrower  in such  amount,  the  proceeds  of which shall be used by the
Administrative  Agent in whole to make such  payment.  Within 30 days  after the
date of any  payment of Taxes or Other  Taxes by any Loan  Party,  the  Borrower
shall furnish to the Administrative Agent, at its address referred to in Section
11.11, the original or a certified copy of a receipt evidencing payment thereof.

            (d)  Indemnification.  The Borrower  shall  reimburse and indemnify,
within 30 days after receipt of demand therefor (with copy to the Administrative
Agent),  each Secured Party for all Taxes and Other Taxes  (including  any Taxes
and Other  Taxes  imposed  by any  jurisdiction  on amounts  payable  under this
Section 2.17) paid by such Secured Party and any Liabilities  arising  therefrom
or with respect thereto, whether or not such Taxes or Other Taxes were correctly
or  legally   asserted.   A  certificate   of  the  Secured  Party  (or  of  the
Administrative  Agent on behalf of such Secured Party) claiming any compensation
under this  clause (d),  setting  forth the  amounts to be paid  thereunder  and
delivered  to the  Borrower  with  copy to the  Administrative  Agent,  shall be
conclusive,  binding  and final for all  purposes,  absent  manifest  error.  In
determining such amount, the Administrative Agent and such Secured Party may use
any reasonable averaging and attribution methods.


                                       48


            (e) Mitigation.  Any Lender claiming any additional  amounts payable
pursuant to this Section 2.17 shall use its reasonable efforts  (consistent with
its  internal  policies  and  Requirements  of Law) to file any  certificate  or
document  reasonably   requested  in  writing  by  Borrower  or  to  change  the
jurisdiction  of its  lending  office  if such a change  would  reduce  any such
additional  amounts (or any similar amount that may thereafter accrue) and would
not, in the sole  determination of such Lender, be otherwise  disadvantageous to
such Lender.

            (f) Tax  Forms.  (i)  Each  Secured  Party  that is  organized  in a
jurisdiction  outside the United  States (a "Non-U.S.  Lender")  shall (w) on or
prior to the date such Non-U.S.  Lender becomes a "Non-U.S.  Lender"  hereunder,
(x) on or prior to the date on which any such form or  certification  expires or
becomes obsolete, or (y) after the occurrence of any event requiring a change in
the most recent form or  certification  previously  delivered  by it pursuant to
this clause (i) provide the  Administrative  Agent and the Borrower  (or, in the
case of a participant or SPV, the relevant  Lender only, or in case of a Related
Party  Assignment,  the assigning  Lender only) with two completed  originals of
each of the following, as applicable:  (A) Forms W-8ECI (claiming exemption from
U.S.  withholding  tax because the income is  effectively  connected with a U.S.
trade or business),  W-8BEN  (claiming  exemption  from, or a reduction of, U.S.
withholding   tax  under  an  income  tax  treaty),   W-8IMY  (with   applicable
attachments)  or any  successor  forms,  (B) in the  case of a  Non-U.S.  Lender
claiming  exemption  under  Sections  871(h) or 881(c) of the Code,  Form W-8BEN
(claiming  exemption  from U.S.  withholding  tax under the  portfolio  interest
exemption) or any successor form and such Non-U.S. Lender hereby represents that
it is not (1) a "bank" within the meaning of Section  881(c)(3)(A)  of the Code,
(2) a "10 percent  shareholder"  of the  Borrower  within the meaning of Section
881(c)(3)(B) of the Code or (3) a "controlled foreign corporation"  described in
Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed
by the IRS  certifying as to the  entitlement  of such  Non-U.S.  Lender to such
exemption from United States withholding tax or reduced rate with respect to all
payments to be made to such Non-U.S. Lender under the Loan Documents.  Except as
otherwise provided herein, unless the Borrower and the Administrative Agent have
received forms or other documents  satisfactory to them indicating that payments
under any Loan  Document  to or for a Non-U.S.  Lender are not subject to United
States  withholding  tax or are  subject  to such  tax at a rate  reduced  by an
applicable  tax  treaty,  the Loan  Parties and the  Administrative  Agent shall
withhold amounts required to be withheld by applicable  Requirements of Law from
such payments at the applicable statutory rate.

                  (i) Each U.S.  Lender  Party shall (A) on or prior to the date
      such U.S. Lender Party becomes a "U.S. Lender Party" hereunder,  (B) on or
      prior to the  date on which  any such  form or  certification  expires  or
      becomes obsolete, (C) after the occurrence of any event requiring a change
      in the  most  recent  form or  certification  previously  delivered  by it
      pursuant to this clause (f) and (D) from time to time if  requested by the
      Borrower or the Administrative  Agent (or, in the case of a participant or
      SPV,  by the  relevant  Lender  only,  or in the case of a  Related  Party
      Assignment,  the assigning Lender only),  provide the Administrative Agent
      and the Borrower  (or, in the case of a  participant  or SPV, the relevant
      Lender only, or in the case of a Related Party Assignment by the assigning
      Lender only) with two  completed  originals of Form W-9  (certifying  that
      such U.S.  Lender  Party is  entitled  to an  exemption  from U.S.  backup
      withholding tax) or any successor form.

                  (ii) Each Lender having (A) sold a participation in any of its
      Obligations,  (B) identified an SPV as such to the Administrative Agent or
      (C) made a Related Party  Assignment,  shall collect from such participant
      or SPV the documents described in this clause (f).


                                       49


            (g)  Refunds.  If any Agent or any  Lender  determines,  in its sole
discretion,  that it has  received a refund of any Taxes as to which it has been
indemnified  by the  Borrower  or with  respect to which the  Borrower  has paid
additional  amounts pursuant to this Section 2.17, it shall pay over such refund
to the  Borrower  (but  only  to the  extent  of  indemnity  payments  made,  or
additional amounts paid, by the Borrower under this Section 2.17 with respect to
the Taxes giving rise to such refund), net of all out-of-pocket expenses of such
Agent or such Lender and without  interest  (other than any interest paid by the
relevant Governmental Authority with respect to such refund); provided, that the
Borrower,  upon the  request of such Agent or such  Lender,  agrees to repay the
amount paid over to the Borrower (plus any penalties,  interest or other charges
imposed by the relevant Governmental  Authority) to such Agent or such Lender in
the event such Agent or such  Lender is  required  to repay such  refund to such
Governmental  Authority.  This  paragraph  shall not be construed to require any
Agent or any Lender to make available its tax returns (or any other  information
relating to its taxes which it deems  confidential) to the Borrower or any other
Person.

      Section 2.18 Substitution of Lenders. (a) Substitution Right. In the event
that any Lender in any Facility (an "Affected Lender"),  (i) makes a claim under
clause (b) (Increased Costs) or (c) (Increased Capital  Requirements) of Section
2.16, (ii) notifies the Borrower  pursuant to Section 2.15(b)  (Illegality) that
it becomes  illegal for such  Lender to continue to fund or make any  Eurodollar
Rate Loan in such Facility,  (iii) makes a claim for payment pursuant to Section
2.17(b) (Taxes), (iv) becomes a Non-Funding Lender with respect to such Facility
or (v) does not consent to any amendment, waiver or consent to any Loan Document
for which the consent of the Required  Lenders is obtained but that requires the
consent of other Lenders in such  Facility,  the Borrower may either pay in full
such  Affected  Lender  with  respect to amounts due in such  Facility  with the
consent of the Agents or substitute  for such  Affected  Lender in such Facility
any Lender or any  Affiliate or Approved  Fund of any Lender or any other Person
acceptable (which  acceptance shall not be unreasonably  withheld or delayed) to
the Agents (in each case, a "Substitute Lender").

            (b) Procedure. To substitute such Affected Lender or pay in full the
Obligations owed to such Affected Lender under such Facility, the Borrower shall
deliver  a notice to the  Administrative  Agent and such  Affected  Lender.  The
effectiveness of such payment or substitution shall be subject to recordation of
such assignment on the Register and the delivery to the Administrative  Agent by
the Borrower  (or, as may be applicable  in the case of a  substitution,  by the
Substitute  Lender) of (i) payment for the account of such Affected Lender,  of,
to the extent accrued  through,  and outstanding on, the effective date for such
payment or  substitution,  all  Obligations  owing to such Affected  Lender with
respect to such  Facility  (including  those  that will be owed  because of such
payment and all Obligations that would be owed to such Lender if it was solely a
Lender  in  such  Facility),  (ii)  in the  case  of a  payment  in  full of the
Obligations  owing to such  Affected  Lender in the Revolving  Credit  Facility,
payment  of any amount  that,  after  giving  effect to the  termination  of the
Commitment of such Affected  Lender,  is required to be paid pursuant to Section
2.8(e)  (Excess  Outstandings)  and  (iii)  in the case of a  substitution,  (A)
payment of the assignment fee set forth in Section 11.2(c) and (B) an assumption
agreement in form and substance satisfactory to the Administrative Agent whereby
the Substitute Lender shall, among other things,  agree to be bound by the terms
of the Loan  Documents and assume the  Commitment  of the Affected  Lender under
such Facility.

            (c) Effectiveness.  Upon satisfaction of the conditions set forth in
clause (b) above,  the  Administrative  Agent shall record such  substitution or
payment in the Register, whereupon (i) in the case of any payment in full in any
Facility,   such  Affected  Lender's  Commitments  in  such  Facility  shall  be
terminated  and (ii) in the case of any  substitution  in any


                                       50


Facility,  (A) the  Affected  Lender  shall  sell and be  relieved  of,  and the
Substitute  Lender  shall  purchase  and  assume,  all rights and claims of such
Affected  Lender under the Loan Documents with respect to such Facility,  except
that the Affected Lender shall retain such rights expressly  providing that they
survive the repayment of the Obligations and the termination of the Commitments,
(B) the Substitute Lender shall become a "Lender"  hereunder having a Commitment
in such  Facility in the amount of such  Affected  Lender's  Commitment  in such
Facility  and  (C)  the  Affected  Lender  shall  execute  and  deliver  to  the
Administrative Agent an Assignment to evidence such substitution and deliver any
Note in its possession with respect to such Facility;  provided,  however,  that
the failure of any Affected Lender to execute any such Assignment or deliver any
such  Note  shall  not  render  such  sale and  purchase  (or the  corresponding
assignment) invalid.


                                  ARTICLE III

                    CONDITIONS TO LOANS AND LETTERS OF CREDIT

      Section 3.1  Conditions  Precedent to Initial Loans and Letters of Credit.
The  obligation  of each  Lender  to make any Loan on the  Closing  Date and the
obligation  of each L/C Issuer to Issue any Letter of Credit on the Closing Date
is  subject  to the  satisfaction  or  due  waiver  of  each  of  the  following
conditions:

            (a) Certain Documents. The Agents shall have received on or prior to
the  Closing  Date each of the  following,  each dated the  Closing  Date unless
otherwise agreed by the Agents, in form and substance satisfactory to the Agents
and each Lender:

                  (i) this  Agreement  duly  executed by Borrower  and,  for the
      account of each Lender having  requested the same, by notice to the Agents
      and the Borrower  received by each at least three (3) Business  Days prior
      to the Closing Date (or such later date as may be agreed by the Borrower),
      Notes in each applicable Facility conforming to the requirements set forth
      in Section 2.14(e);

                  (ii) the  Guaranty and Security  Agreement,  duly  executed by
      each Loan Party,  together with (A) copies of UCC,  Intellectual  Property
      and other  appropriate  search reports and of all effective  prior filings
      listed  therein,  together with evidence of the  termination of such prior
      filings and other  documents  with respect to the priority of the security
      interest of the Collateral Agent in the Collateral, in each case as may be
      reasonably  requested by the Agents,  (B) all documents  representing  all
      Securities,  chattel paper and instruments  being pledged pursuant to such
      Guaranty and Security Agreement and related undated powers or endorsements
      duly executed in blank, and (C) if requested by Agents, properly completed
      perfection certificates with respect to the Borrower and each Guarantor;

                  (iii)  the  Intercreditor  Agreement,  duly  executed  by  the
      Administrative  Agent,  the  Collateral  Agent,  the  Second  Lien  Agent,
      Borrower and the other Loan Parties,  on terms reasonably  satisfactory to
      Agents and Lenders;

                  (iv) collateral  assignments by the Loan Parties party thereto
      of the Hands On Merger  Agreement and the Stellar Nordia Managed  Services
      Agreement,  each in form  and  substance  reasonably  satisfactory  to the
      Agents;


                                       51


                  (v) duly  executed  favorable  opinions of counsel to the Loan
      Parties  (other than the Inactive  Subsidiaries)  covering  matters  under
      Federal law and the laws of New York, Delaware and California satisfactory
      to the  Agents,  each  addressed  to the  Agents,  the L/C Issuers and the
      Lenders and addressing such matters as the Agents may reasonably request;

                  (vi) a copy of each  Constituent  Document  of each Loan Party
      (other  than  the  Inactive   Subsidiaries)  that  is  on  file  with  any
      Governmental Authority in any jurisdiction,  certified as of a recent date
      by such Governmental Authority, together with, if applicable, certificates
      attesting to the good standing of such Loan Party in such jurisdiction and
      each other  jurisdiction where such Loan Party is qualified to do business
      as a foreign  entity or where such  qualification  is necessary  (and,  if
      appropriate in any such jurisdiction, related tax certificates);

                  (vii) a certificate  of the secretary or other officer of each
      Loan Party (other than the Inactive Subsidiaries) in charge of maintaining
      books and  records of such Loan Party  certifying  as to (A) the names and
      signatures  of each officer of such Loan Party  authorized  to execute and
      deliver any Loan  Document,  (B) the  Constituent  Documents  of such Loan
      Party attached to such certificate are complete and correct copies of such
      Constituent  Documents as in effect on the date of such certification (or,
      for any such Constituent  Document delivered pursuant to clause (v) above,
      that  there  have  been no  changes  from  such  Constituent  Document  so
      delivered),  and (C)  the  resolutions  of  such  Loan  Party's  board  of
      directors or other  appropriate  governing body approving and  authorizing
      the  execution,  delivery and  performance  of each Loan Document to which
      such Loan Party is a party;

                  (viii) a certificate  of a Responsible  Officer of Borrower to
      the effect that (A) each  condition  set forth in Section  3.2(b) has been
      satisfied  with  respect to the Borrower as of the Closing  Date;  and (B)
      since  December  31,  2006,  there  have  been no  events,  circumstances,
      developments  or other changes in facts that could  reasonably be expected
      to have,  either  individually  or in the  aggregate,  a Material  Adverse
      Effect;

                  (ix) a certificate of a Responsible Officer of the Borrower to
      the effect that both (i) each Borrower and each Guarantor  (other than the
      Inactive  Subsidiaries)  is Solvent and (ii) the Loan  Parties  taken as a
      whole are Solvent,  in each case,  both before and after giving  effect to
      the initial Loans and Letters of Credit,  the  consummation of the Related
      Transactions,  the application of the proceeds  thereof in accordance with
      Section 7.9 and the payment of all estimated  legal,  accounting and other
      fees and expenses related hereto and thereto;

                  (x) insurance  certificates in form and substance satisfactory
      to the  Agents  demonstrating  that the  insurance  policies  required  by
      Section  7.5 are in full  force  and  effect  and  have  all  endorsements
      required by such Section 7.5;

                  (xi)  copies  of  each  Related  Document  and  each  Material
      Contract;

                  (xii) copies of the financial statements,  projections and Pro
      Forma Balance Sheet referred to in Section 4.4;

                  (xiii) the other documents  listed on the checklist of closing
      items provided by Agents to the Borrower; and


                                       52


                  (xiv)  such  other  documents  and  information  as any either
      Agent, or Lender through the Administrative Agent may reasonably request.

            (b) Fees and Expenses. There shall have been paid to each Agent, for
the account of such Agent, its Related Persons, any L/C Issuer or any Lender, as
the case may be, all fees and all  reimbursements of costs or expenses,  in each
case due and payable under any Loan Document on or before the Closing Date.

            (c)  Consents.  Each Group Member  shall have  received all material
consents and  authorizations  required  pursuant to Material  Contracts with any
other Person and shall have  obtained all material  Permits of, and effected all
notices to and filings with, any  Governmental  Authority,  in each case, as may
reasonably be necessary in connection with the  consummation of the transactions
contemplated  in any Loan Document or Related  Document  (including  the Related
Transactions)  and Agents shall have  received a  certificate  of a  Responsible
Officer of the Borrower to the effect that all such consents and  authorizations
have been obtained;  provided,  however, that the Group Members are not required
under this clause (c) to obtain the consent of Verizon or any of its  Affiliates
to the assignment of any Material Contract to which such Person is a party.

            (d) Related  Transactions.  The Agents shall be satisfied  that, (i)
subject  only to the  funding  of the  initial  Loans  hereunder  and the use of
proceeds thereof,  (A) as certified to the Agents,  all conditions  precedent to
the consummation of the Acquisition will have been satisfied or duly waived with
the  consent of the Agents and the  Acquisition  will have been  consummated  in
accordance  with the  Acquisition  Documents  and (B) all Payoff  Debt and other
obligations  under the Payoff Debt  Documents  will have been repaid in full and
all Liens securing the Payoff Debt  terminated  and released,  as evidenced by a
payoff  letter duly  executed  and  delivered  by the holders of the  applicable
Payoff Debt or an agent or trustee  thereof,  (ii) the Equity  Investors  Equity
Investment  will  have  been  made  pursuant  to  Equity  Investors   Investment
Documents,  the terms of which are reasonably  satisfactory to the Agents, (iii)
the Borrower  shall have  received the gross cash proceeds from the borrowing of
the Second Lien Term Loans in a principal  amount of  $30,000,000  and the terms
and  conditions of the Second Lien Term Loans and the Second Lien Loan Documents
shall be in form and substance satisfactory to the Agents, and (iv) the Borrower
shall have received at least  $36,500,000 in cash proceeds from the issuances of
Preferred Stock pursuant to the Equity Investors  Investment  Documents on terms
satisfactory to Agents and Lenders.

            (e) Minimum  Consolidated EBITDA;  Consolidated  Leverage Ratio. The
Agents shall be satisfied  that the  statements  set forth in Section 4.4(f) are
true and correct.

            (f)  Consolidated  Total Debt.  On the Closing  Date,  after  giving
effect  to  the  Related  Transactions   occurring  on  the  Closing  Date,  the
Consolidated Total Debt of Borrower shall be no greater than $70,000,000.

            (g)  Opening  Revolver  Availability.  After  giving  effect  to any
initial  Loans made to the  Borrower,  the  issuance of any  initial  Letters of
Credit and the  consummation of the Related  Transactions (on a pro forma basis,
with trade payables being paid  currently,  and expenses and  liabilities  being
paid in the ordinary course of business and without  acceleration of sales), the
Borrower shall have Revolver Availability of at least $13,000,000.


                                       53


            (h) Capital  Structure.  The  ownership,  capital,  corporate,  tax,
organizational  and  legal  structure  of each  Loan  Party  and the  terms  and
conditions of all Indebtedness of each Loan Party shall be reasonably acceptable
to the Agents and each Lender.

            (i) Due  Diligence.  Agents and each Lender shall have completed its
legal,  tax,  insurance,  environmental  and other  non-financial due diligence,
including  completion  and  review  of  results  of  management/employment   and
non-compete  agreements with key management of the Loan Parties and satisfactory
completion of management background checks.

      Section 3.2  Conditions  Precedent to Each Loan and Letter of Credit.  The
obligation of each Lender on any date  (including  the Closing Date) to make any
Loan and of each L/C Issuer on any date  (including  the Closing  Date) to Issue
any  Letter of Credit is subject to the  satisfaction  of each of the  following
conditions precedent:

            (a)  Request.  The  Administrative  Agent  (and,  in the case of any
Issuance,  the relevant L/C Issuer) shall have received,  to the extent required
by Article  II, a written,  timely and duly  executed  and  completed  Notice of
Borrowing, Swingline Request or, as the case may be, L/C Request.

            (b)  Representations  and  Warranties;  No Defaults.  The  following
statements  shall be true on such date,  both before and after giving  effect to
such  Loan  or,  as  applicable,  such  Issuance:  (i) the  representations  and
warranties  set forth in any Loan Document shall be true and correct (A) if such
date is the  Closing  Date,  on and as of such  date and (B)  otherwise,  in all
material respects  (provided,  that if any  representation or warranty is by its
terms qualified by concepts of materiality,  such  representation  shall be true
and  correct  in all  respects)  on and as of such date or, to the  extent  such
representations and warranties expressly relate to an earlier date, on and as of
such earlier date and (ii) no Default or Event of Default shall be continuing.

The  representations  and  warranties  set  forth in any  Notice  of  Borrowing,
Swingline  Request or L/C Request (or any  certificate  delivered in  connection
therewith)  shall  be  deemed  to be  made  again  on and as of the  date of the
relevant Loan or Issuance and the  acceptance of the proceeds  thereof or of the
delivery of the relevant Letter of Credit.

      Section 3.3 Determinations of Initial Borrowing  Conditions.  For purposes
of determining  compliance  with the  conditions  specified in Section 3.1, each
Lender shall be deemed to be satisfied  with each document and each other matter
required to be  satisfactory  to such Lender unless,  prior to the Closing Date,
the  Administrative  Agent  receives  notice  from such Lender  specifying  such
Lender's objections and such Lender has not made available its Pro Rata Share of
any Borrowing scheduled to be made on the Closing Date.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            To induce the Lenders,  the L/C Issuers and the Agents to enter into
the Loan Documents, the Borrower (and, to the extent set forth in any other Loan
Document, each other Loan Party) represents and warrants to each of them each of
the  following  on and as of each date  applicable  pursuant  to Section 3.2 and
after giving effect to the Verizon TRS Acquisition  and the  consummation of the
Hands On Merger on the Closing Date:


                                       54


      Section 4.1 Corporate  Existence;  Compliance  with Law. Each Group Member
(a) is duly organized,  validly  existing and in good standing under the laws of
the jurisdiction of its organization,  (b) is duly qualified to do business as a
foreign  entity and in good standing under the laws of each  jurisdiction  where
such qualification is necessary,  except where the failure to be so qualified or
in good standing could not reasonably be expected to have,  either  individually
or in the aggregate,  a Material Adverse Effect, (c) has all requisite power and
authority and the legal right to own, pledge, mortgage and operate its property,
to lease or sublease  any  property it operates  under lease or sublease  and to
conduct its business as now or  currently  proposed to be  conducted,  (d) is in
compliance  with  its  Constituent  Documents,  (e) is in  compliance  with  all
applicable  Requirements  of Law except  where the  failure to be in  compliance
could  not  reasonably  be  expected  to  have,  either  individually  or in the
aggregate,  a Material Adverse Effect and (f) has all necessary  Permits from or
by, has made all necessary filings with, and has given all necessary notices to,
each Governmental Authority having jurisdiction, to the extent required for such
ownership, lease, sublease, operation, occupation or conduct of business in each
case, that are material to the operation of its business and operations, each of
which is listed on Schedule 4.1 as of the Closing  Date.  Except as set forth in
Schedule 4.1, each Group Member is in material  compliance with such Permits and
no Group Member has received any notice  threatening  the revocation of any such
Permit or that any Group Member is in violation of any  applicable  Requirements
of Law which could reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.

      Section  4.2 Loan and  Related  Documents.  (a) Power and  Authority.  The
execution, delivery and performance by each Loan Party of the Loan Documents and
Related  Documents  to which it is a party and the  consummation  of the Related
Transactions  and other  transactions  contemplated  therein (i) are within such
Loan Party's corporate or similar powers and, at the time of execution  thereof,
have  been  duly  authorized  by all  necessary  corporate  and  similar  action
(including,  if applicable,  consent of holders of its Securities),  (ii) do not
(A) contravene such Loan Party's Constituent Documents, (B) violate any material
Requirement of Law in any material respect,  (C) except as disclosed on Schedule
4.2, in any material respect, conflict with, contravene, constitute a default or
breach under any material Contractual Obligation of any Loan Party or any of its
Subsidiaries (including other Related Documents or Loan Documents), or result in
or permit the  termination  or  acceleration  of any such  material  Contractual
Obligation,  or (D) result in the imposition of any Lien (other than a Permitted
Lien) upon any property of any Loan Party or any of its  Subsidiaries  and (iii)
do not require any Permit of, or filing with, any Governmental  Authority or any
consent  of, or notice to, any Person,  other than (A) with  respect to the Loan
Documents,  the  filings  required  to  perfect  the Liens  created  by the Loan
Documents, (B) those listed on Schedule 4.2 and that have been, or will be prior
to the Closing  Date,  obtained or made,  copies of which have been,  or will be
prior to the Closing Date,  delivered to the  Administrative  Agent, and each of
which on the Closing Date will be in full force and effect,  and (C) in the case
of any  Related  Document,  those  which,  if not  obtained  or made,  could not
reasonably  be expected to have,  either  individually  or in the  aggregate,  a
Material Adverse Effect.

            (b) Due Execution  and Delivery.  From and after its delivery to the
Administrative  Agent,  each Loan  Document  and Related  Document has been duly
executed  and  delivered to the other  parties  thereto by each Loan Party party
thereto,  is the legal,  valid and binding  obligation of such Loan Party and is
enforceable  against such Loan Party in accordance with its terms, except as may
be limited by applicable bankruptcy, insolvency,  reorganization,  moratorium or
other similar laws affecting creditors' rights generally or by general equitable
principles relating to enforceability.


                                       55


            (c) Related Documents.  As of the Closing Date, each  representation
and  warranty  made by such  Loan  Party in each  Related  Document  is true and
correct in all material respects and no default,  or event that, with the giving
of  notice or lapse of time or both,  would  constitute  a default  by such Loan
Party  thereunder,  has  occurred  thereunder.  As  of  the  Closing  Date,  all
applicable  waiting periods in connection  with the Acquisition  have expired or
have  been  terminated  without  any  action  being  taken  by any  Governmental
Authority  (including any requisite  waiting period (and any extension  thereof)
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976).

      Section 4.3 Ownership of Group Members. (a) Set forth on Schedule 4.3 is a
complete and  accurate  list  showing,  as of the Closing  Date,  for each Group
Member and each  Subsidiary of any Group Member and each joint venture of any of
them, its  jurisdiction of  organization,  the number of shares of each class of
Stock authorized (if applicable), the number outstanding on the Closing Date and
the number and  percentage  of the  outstanding  shares of each such class owned
(directly or  indirectly) by the applicable  holder  thereof.  As of the Closing
Date, all outstanding  Stock of each of them has been validly  issued,  is fully
paid and  non-assessable  (to the extent  applicable) and, except in the case of
Borrower,  is owned  beneficially and of record by a Group Member free and clear
of all Liens other than the security interests created by the Loan Documents and
the Second Lien Loan  Documents  and, in the case of joint  ventures,  Permitted
Liens.  Set forth on Schedule  4.3, as of the Closing  Date, is a summary of the
outstanding  Stock and Stock  Equivalents  of the  Borrower,  listing any Person
that, to the  Borrower's  knowledge,  holds  greater than 5% of the  outstanding
Stock of the  Borrower.  As of the  Closing  Date,  except  with  respect to the
Borrower as  described  on Schedule  4.3,  there are no Stock  Equivalents  with
respect to the Stock of any Group Member or any  Subsidiary  of any Group Member
or any joint  venture of any of them.  As of the  Closing  Date,  except for the
Equity Investors Investment Documents and the Constituent  Documents,  there are
no Contractual  Obligations or other  understandings  to which any Group Member,
any  Subsidiary  of any Group  Member or any joint  venture  of any of them is a
party with respect to (including any restriction on) the issuance,  voting, Sale
or  pledge  of any Stock or Stock  Equivalent  of any  Group  Member or any such
Subsidiary or joint venture.

            (b) None of the Inactive  Subsidiaries as of the Closing Date engage
in any  business,  operations or activity,  or hold any property,  other than as
permitted under Section 8.8(b).

      Section 4.4 Financial Statements.  (a) Except as specifically disclosed in
Schedule 4.4, the Financial Statements  concerning  Borrower,  the Loan Parties,
Hands On,  Hands On Sign  Language  Services,  Inc. and the Verizon TRS Division
that  are  referred  to  below  have  been  prepared  in  accordance  with  GAAP
consistently applied throughout the periods covered (except as disclosed therein
and except, with respect to unaudited Financial  Statements,  for the absence of
footnotes and normal  year-end audit  adjustments)  and fairly  present,  in all
material  respects,  the financial position of the Persons covered thereby as at
the dates  thereof  and the results of their  operations  and cash flows for the
periods  then ended.  The  Financial  Statements  referred  to in the  preceding
sentence are: (i) the audited  Consolidated  balance sheets at December 31, 2005
and  December  31,  2006,  and the related  Consolidated  statements  of income,
retained  earnings  and cash flows of the  Borrower  for the  Fiscal  Years then
ended,  audited by WithumSmith & Brown,  P.C.;  (ii) the unaudited  Consolidated
balance  sheets at March 31, 2007,  June 30, 2007 and September 30, 2007 and the
related Consolidated  statements of income,  retained earnings and cash flows of
the Borrower for the Fiscal  Quarters  then ended;  (iii) the audited  carve-out
balance  sheets at December  31, 2005 and  December  31,  2006,  and the related
statements of income,  parent funding and cash flows of the Verizon TRS Division
for the  Fiscal  Years  then  ended,


                                       56


audited by KPMG LLP and Ernst & Young,  respectively;  (iv) the audited  balance
sheets at December 31, 2005 and December 31, 2006, and the related statements of
income,  retained  earnings and cash flows of Hands On for the Fiscal Years then
ended,  audited by Gallina LLP; and (v) the audited  balance  sheets at December
31, 2005 and December 31, 2006, and the related  statements of income,  retained
earnings and cash flows of Hands On Sign Language Services,  Inc. for the Fiscal
Years then ended, audited by Gallina LLP.

            (b)  Except  as  specifically  disclosed  in  Schedule  4.4,  to the
Borrower's  knowledge,  the Financial  Statements  concerning Hands On, Hands On
Sign Language  Services,  Inc. and the Verizon TRS Division that are referred to
below (A) have been  prepared  in  accordance  with  GAAP  consistently  applied
throughout the periods covered  (except as disclosed  therein and except for the
absence of  footnotes  and normal  year-end  audit  adjustments)  and (B) fairly
present, in all material respects, the financial position of the Persons covered
thereby as at the dates  thereof  and the results of their  operations  and cash
flows for the periods then ended.  The Financial  Statements  referred to in the
preceding sentence are: (i) the reviewed unaudited  condensed  carve-out balance
sheet at June 30,  2007,  and the  related  condensed  carve-out  statements  of
income,  parent  funding and cash flows of the Verizon TRS  Division for the six
months then ended,  reviewed by Ernst & Young; and (ii) the reviewed,  unaudited
combined  condensed  balance  sheet at June 30, 2007 and the  related  combined,
condensed statements of income, retained earnings and cash flows of Hands On and
Hands On Sign Language Services, Inc. for the six months then ended, reviewed by
Gallina LLP.

            (c) On the Closing  Date except as  disclosed  on Schedule  4.4, (i)
neither the Borrower nor any of its Subsidiaries  has any material  liability or
other  obligation  (including  Indebtedness,  Guaranty  Obligations,  contingent
liabilities and liabilities for taxes,  long-term  leases and unusual forward or
long-term  commitments)  that  is  not  reflected  in the  Financial  Statements
referred  to in  clause  (a)  above or in the notes  thereto  and not  otherwise
permitted by this Agreement and (ii) since December 31, 2006,  there has been no
Sale of any material  property of the Borrower or any of its Subsidiaries and no
purchase  or  other   acquisition  of  any  material  property  other  than  the
Acquisition.

            (d) As of the  Closing  Date,  the  Initial  Projections  have  been
prepared by the Borrower in light of the past  operations of the business of the
Borrower and its Subsidiaries  and reflect  projections for the five year period
beginning  on January 1, 2008 on a year by year basis.  As of the Closing  Date,
the Initial Projections are based upon estimates and assumptions stated therein,
all of  which  the  Borrower  believes  to be  reasonable  and  fair in light of
conditions  and facts known to the  Borrower as of the Closing  Date and reflect
the good faith,  reasonable  and fair  estimates  by the  Borrower of the future
Consolidated  financial  performance  of the Borrower and the other  information
projected  therein  for the periods set forth  therein;  provided  that (i) such
Initial  Projections  are forward  looking  information  which may be subject to
significant  uncertainties and  contingencies  beyond the Loan Parties' control,
(ii) no  assurance  would  be  given  by the  Loan  Parties  that  such  Initial
Projections  will be realized  and (iii) the actual  results may differ from the
Initial Projections and such differences might be material.

            (e) The unaudited  Consolidated  balance sheet of Borrower (the "Pro
Forma Balance Sheet")  delivered to the  Administrative  Agent prior to the date
hereof has been  prepared as of December  31, 2007 and reflects as of such date,
on a Pro Forma Basis for the  Related  Transactions  and the other  transactions
contemplated  herein to occur on the Closing Date,  the  Consolidated  financial
condition of Borrower,  and the  assumptions  expressed  therein are  reasonable
based on the  information  available  to the  Borrower  at such  date and on the
Closing Date.


                                       57


            (f) Attached hereto as Schedule  4.4(f) is a pro forma  consolidated
balance  sheet,  income  statement  and cash flow  statement of Borrower and its
Subsidiaries (the "Combined Closing Date Financial Statements"), which have been
prepared  based on the Financial  Statements for the period ending June 30, 2007
(or with respect to the Borrower the period ending  September 30, 2007) referred
to in Section  4.4(a) and 4.4(b) and,  for the  periods  after the dates of such
financial  statements are reasonable  good faith  estimates by management of the
Borrower of the  financial  performance  of the  Borrower  and its  Subsidiaries
subsequent  to such date through  December 31, 2007,  based upon the  historical
performance of Borrower and its  Subsidiaries,  in each case taking into account
the closing of the  Related  Transactions,  the  incurrence  of the  Obligations
hereunder on the Closing Date and other  adjustments that the Borrower  believes
to be reasonable and fair in light of conditions and facts known to the Borrower
as of the Closing Date. Based on the Combined Closing Date Financial  Statements
and the calculations  and adjustments set forth in the adjusted  proforma profit
and loss  statement  attached  hereto as part of Schedule  4.4(f),  after giving
effect  to the  Related  Transactions  and  the  incurrence  of the  Obligations
hereunder  incurred on the Closing Date, (i) the adjusted pro forma Consolidated
EBITDA of the Borrower for the Fiscal Year ending  December 31, 2007 is not less
than $14,300,000,  (ii) the Consolidated  Leverage Ratio on December 31, 2007 is
not greater than 4.9:1.00 and (iii) the  Consolidated  Senior  Leverage Ratio on
December 31, 2007 is not greater than  2.8:1.00;  provided  that for purposes of
calculating such  Consolidated  Senior Leverage Ratio and Consolidated  Leverage
Ratio  such  adjusted  pro forma  Consolidated  EBITDA  shall be used to lieu of
Consolidated EBITDA.

      Section  4.5  Material  Adverse  Effect.  As of the  Closing  Date,  since
December 31, 2006,  there have been no events,  circumstances,  developments  or
other changes in facts that could reasonably be expected, either individually or
in the aggregate, to have a Material Adverse Effect.

      Section 4.6 Solvency. Both before and after giving effect to (a) the Loans
and Letters of Credit made or Issued on or prior to the date this representation
and warranty is made, (b) the  disbursement  of the proceeds of such Loans,  (c)
the consummation of the Related  Transactions and (d) the payment and accrual of
all transaction  costs in connection  with the foregoing,  both (i) Borrower and
each Guarantor  (other than the Inactive  Subsidiaries)  is Solvent and (ii) the
Loan Parties, taken as a whole, are Solvent.

      Section 4.7 Litigation.  Except as specifically disclosed in Schedule 4.7,
as of the  Closing  Date,  there are no  actions,  suits,  audits,  proceedings,
demands,  orders,  claims or disputes pending,  or to the best knowledge of each
Loan Party,  threatened or  contemplated,  at law, in equity,  in arbitration or
before any  Governmental  Authority,  against  any Group  Member or any of their
respective Properties which:

            (a) purport to affect or pertain to this  Agreement,  any other Loan
Document or Related Documents, or any of the transactions contemplated hereby or
thereby; or

            (b) would  reasonably  be expected to result in equitable  relief or
monetary judgment(s), individually or in the aggregate, in excess of $300,000.

No injunction,  writ, temporary restraining order or any order of any nature has
been issued by any court or other Governmental Authority purporting to enjoin or
restrain the execution,  delivery or performance  of this  Agreement,  any other
Loan  Document or any  Related  Document,  or  directing  that the  transactions
provided for herein or therein not be consummated as herein or therein provided.
As of the Closing Date, no Loan Party or any Subsidiary of any Loan Party is the


                                       58


subject of an audit by the IRS or other Governmental  Authority or, to each Loan
Party's knowledge,  any review or investigation by the IRS or other Governmental
Authority  concerning the violation or possible  violation of any Requirement of
Law.

      Section  4.8 Taxes.  All  federal,  state,  local and  foreign  income and
franchise and other material tax returns, reports and statements  (collectively,
the "Tax  Returns")  required to be filed by any Tax  Affiliate  have been filed
with the appropriate Governmental Authorities in all jurisdictions in which such
Tax Returns are required to be filed,  all such Tax Returns are true and correct
in all material respects, and all taxes, charges and other impositions reflected
therein or  otherwise  due and payable have been paid prior to the date on which
any  Liability  may be added thereto for  non-payment  thereof  except for those
contested in good faith by appropriate  proceedings diligently conducted and for
which  adequate  reserves are  maintained  on the books of the  appropriate  Tax
Affiliate in  accordance  with GAAP.  As of the Closing  Date,  no Tax Return is
under audit or examination by any  Governmental  Authority and no notice of such
an audit or  examination  or any assertion of any claim for Taxes has been given
or made by any  Governmental  Authority.  Proper and accurate  amounts have been
withheld by each Tax Affiliate from their  respective  employees for all periods
in full and complete  compliance with the tax, social security and  unemployment
withholding  provisions of applicable  Requirements of Law and such withholdings
have  been  timely  paid  to the  respective  Governmental  Authorities.  No Tax
Affiliate has participated in a "reportable  transaction"  within the meaning of
Treasury  Regulation Section  1.6011-4(b) or has been a member of an affiliated,
combined or unitary  group other than the group of which a Tax  Affiliate is the
common parent.

      Section  4.9  Margin  Regulations.  The  Borrower  is not  engaged  in the
business of extending  credit for the purpose of, and no proceeds of any Loan or
other  extensions of credit hereunder will be used for the purpose of, buying or
carrying margin stock (within the meaning of Regulation U of the Federal Reserve
Board) or extending  credit to others for the purpose of  purchasing or carrying
any such margin stock, in each case in  contravention of Regulation T, U or X of
the Federal Reserve Board.

      Section 4.10 No Burdensome Obligations;  No Defaults or Breaches. No Group
Member is a party to any Contractual Obligation, no Group Member has Constituent
Documents  containing  obligations,  and, to the  knowledge of any Group Member,
there are no applicable  Requirements  of Law, in each case the compliance  with
which could reasonably be expected to have, in the aggregate, a Material Adverse
Effect.  No Group Member (and, to the  knowledge of each Group Member,  no other
party thereto) is in default under or with respect to any Contractual Obligation
of any Group Member,  other than those that could not  reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect.

      Section 4.11  Investment  Company  Act. No Group Member is an  "investment
company" or an "affiliated person" of, or "promoter" or "principal  underwriter"
for,  an  "investment  company",  as such terms are  defined  in the  Investment
Company Act of 1940.

      Section  4.12 Labor  Matters.  (a) There are no strikes,  work  stoppages,
slowdowns  or lockouts  existing,  pending  (or, to the  knowledge  of any Group
Member,  threatened)  against or involving any Group Member,  except,  for those
that could not  reasonably be expected to have,  either  individually  or in the
aggregate,  a Material  Adverse Effect;  (b) hours worked by and payment made to
employees of each Group Member comply with the Fair Labor Standards Act and each
other federal,  state,  local or foreign law applicable to such matters,  except
where the  failures  to so comply  would not  constitute,  in the  aggregate,  a
Material  Adverse  Effect;  (c) no  Group  Member  is  party  to or bound by any
collective  bargaining or similar agreement with any


                                       59


union, labor organization,  works council or similar representative covering any
employee of any Group Member, (d) there is no organizing  activity involving any
Group Member  pending or, to any Group  Member's  knowledge,  threatened  by any
labor union or group of employees;  no petition for certification or election of
any such  representative  is existing or pending with respect to any employee of
any  Group  Member  and no  such  representative  has  sought  certification  or
recognition with respect to any employee of any Group Member;  and (e) there are
no complaints or charges  against any Group Member  pending or, to the knowledge
of any Group Member,  threatened to be filed with any Governmental  Authority or
arbitrator based on, arising out of, in connection  with, or otherwise  relating
to the  employment  or  termination  of  employment  by any Group  Member of any
individual  except for complaints or charges that, in the  aggregate,  would not
constitute  a Material  Adverse  Effect.  Schedule  4.12 sets  forth,  as of the
Closing Date, a true and complete list of all material Contractual  Obligations,
plans and arrangements (including employment,  individual consulting,  executive
compensation,  change in control,  severance,  supplemental pension and deferred
compensation Contractual Obligations,  plans and arrangements) that provide for,
upon a termination  of employment,  change in control or similar event,  (x) any
payment or other compensation  becoming due to any current or former employee of
any Group Member,  (y) an increase of benefits or rights to such benefits  under
any such Contractual Obligation,  plan or arrangement or (z) the acceleration of
the time of  payment,  or vesting of, any  benefits  or rights to such  benefits
under any such Contractual Obligation, plan or arrangement.

      Section 4.13 ERISA.

            (a) Schedule  4.13(a) sets forth, as of the Closing Date, a complete
and  accurate  list  of  all  Benefit  Plans  subject  to  the  minimum  funding
requirements of Section 412 of the Code, Title IV Plans, Multiemployer Plans and
Retiree Welfare Plans. Each Benefit Plan, and each trust thereunder, intended to
qualify  for tax exempt  status  under  Section  401 or 501 of the Code or other
Requirements  of Law so  qualifies  except  where such  noncompliance  would not
constitute a Material  Adverse  Effect.  Each Benefit Plan is in compliance with
applicable  provisions of ERISA, the Code and other  Requirements of Law, except
where such  noncompliance  would not constitute a Material  Adverse  Effect.  No
Group Member or any ERISA Affiliate has engaged in any "prohibited transactions"
as defined in Section 406 of ERISA and Section 4975 of the Code,  in  connection
with  any  Benefit  Plan,  that  would  subject  any  Group  Member  to a tax on
prohibited  transactions  imposed by Section  502(i) of ERISA or Section 4975 of
the Code that would constitute a Material  Adverse Effect.  On the Closing Date,
no ERISA Event has occurred in connection  with which  obligations  and material
liabilities (contingent or otherwise) remain outstanding.

            (b) Except as set forth in  Schedule  4.13(b),  (i) no Title IV Plan
has any  Unfunded  Pension  Liability  that could  result in a Material  Adverse
Effect;  (ii) there are no existing or pending (or to the knowledge of any Group
Member, threatened) claims (other than routine claims for benefits in the normal
course),  sanctions,  actions,  lawsuits or other  proceedings or  investigation
involving any Benefit Plan that would result in a Material Adverse Effect; (iii)
within  the last  five  years no Title IV Plan of any ERISA  Affiliate  has been
terminated,  other  than in a  "standard  termination"  as that  term is used in
Section  4041(b)(1) of ERISA,  nor has any Title IV Plan of any ERISA  Affiliate
(determined  at any time  within  the last five  years)  with  Unfunded  Pension
Liabilities  been  transferred  outside of the  "controlled  group"  (within the
meaning of Section  4001(a)(14) of ERISA) of any ERISA Affiliate  (determined at
such time), in each case that would result in a Material  Adverse  Effect;  (iv)
Stock of all ERISA  Affiliates  makes up, in the aggregate,  no more than 10% of
fair  market  value of the assets of any Benefit  Plan  measured on the basis of
fair market value as of the latest  valuation  date of any Benefit  Plan,


                                       60


other than as cannot reasonably be expected to have,  either  individually or in
the aggregate,  a Material  Adverse Effect;  (v) no liability under any Title IV
Plan has been  satisfied  with the  purchase  of a  contract  from an  insurance
company  that  is not  rated  AA by the  Standard  &  Poor's  Corporation  or an
equivalent rating by another nationally recognized rating agency, other than, as
cannot reasonably be expected to have, either individually or in the aggregate a
Material Adverse Effect; (vi) no ERISA Event has occurred that,  individually or
in the aggregate,  could result in a Material Adverse Effect; and (vii) no ERISA
Event or event  described in Section  4062(e) of ERISA with respect to any Title
IV Plan has occurred or is  reasonably  expected to occur that could result in a
Material Adverse Effect. No ERISA Affiliate would have any Withdrawal  Liability
as a result of a complete  withdrawal  from any  Multiemployer  Plan on the date
this  representation  is made,  other than, as cannot  reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect.

      Section 4.14 Environmental Matters.  Except as set forth on Schedule 4.14,
as of the Closing Date (a) the operations of each Group Member are and have been
in compliance  with all  applicable  Environmental  Laws,  including  obtaining,
maintaining   and  complying  with  all  Permits   required  by  any  applicable
Environmental Law, other than any such non-compliances (including any failure to
obtain or  maintain,  or any  failure to comply  with all  permits  required  by
Environmental  Laws) that could not be reasonably expected to result in Material
Environmental Liabilities,  (b) no Group Member is party to and no real property
currently or, to the knowledge of any Group Member  previously,  owned,  leased,
subleased,  operated or otherwise occupied by or for any Group Member is subject
to or the  subject of any  pending  or, to the  knowledge  of any Group  Member,
threatened,  order,  action,  investigation,  suit,  proceeding,  audit,  claim,
demand,  dispute or notice of violation or potential liability under or pursuant
to any Environmental Law, except for any such investigation,  suit,  proceeding,
audit, claim, demand, dispute or notice of violation or potential liability that
could  not   reasonably   be  expected  to  result  in  Material   Environmental
Liabilities,  (c) No Group Member is subject to a Contractual Obligation arising
under or related to any  Environmental  Law that could reasonably be expected to
result  in  Material  Environmental  Liabilities,  (d) no Lien in  favor  of any
Governmental Authority securing, in whole or in part, Environmental  Liabilities
has attached to any  property of any Group  Member and, to the  knowledge of any
Group  Member,  no  facts,  circumstances  or  conditions  exist  that  could be
reasonably  expected to result in any such Lien  attaching to any such property,
(e) no Group  Member has  caused or  suffered  to occur a Release  of  Hazardous
Materials  at, to or from any real  property  of any Group  Member and each such
real property is free of  contamination by any Hazardous  Materials,  except for
any such  Release or  contamination  that could not be  reasonably  expected  to
result in Material Environmental Liabilities,  (f) no Group Member (i) is or has
been engaged in, or to the  knowledge of Borrower has  permitted  any current or
former  tenant  to  engage  in,  operations  that,  in the  aggregate,  could be
reasonably  expected to result in Material  Environmental  Liabilities,  or (ii)
knows of any  facts,  circumstances  or  conditions,  including  receipt  of any
information  request  or  notice of  potential  responsibility  under  CERCLA or
similar  Environmental  Laws,  that could be  reasonably  expected  to result in
Material Environmental  Liabilities and (g) each Group Member has made available
to the  Administrative  Agent  copies  of all  existing  environmental  reports,
reviews  and  audits  and  all  documents  pertaining  to  actual  or  potential
Environmental  Liabilities,  in each case to the extent such  reports,  reviews,
audits and documents are in their possession, custody or control.

      Section 4.15 Intellectual Property. (a) Each Group Member owns or licenses
or otherwise  has the right to use all  Intellectual  Property that is necessary
for the operations of its businesses.


                                       61


            (b) The  conduct  and  operations  of the  businesses  of each Group
Member and the use of the Intellectual  Property in connection  therewith do not
infringe,  misappropriate,  or violate any  Intellectual  Property  right of any
other Person and no other Person has contested  any right,  title or interest of
any Group Member in, or relating  to, any  Intellectual  Property  owned by such
Group  Member,  other than,  in each case,  as cannot  reasonably be expected to
have,  either  individually or in the aggregate,  a Material Adverse Effect.  In
addition,  except as set forth on Schedule 4.15 (x) there are no pending (or, to
the  knowledge of any Group Member,  threatened)  actions,  suits,  proceedings,
audits,  claims,  demands,  orders or disputes  affecting  any Group Member with
respect  to and (y) no  judgment  or order  regarding  any such  claim  has been
rendered by any competent  Governmental  Authority,  no settlement  agreement or
similar  Contractual  Obligation has been entered into by any Group Member, with
respect to and (z) no Group  Member knows or has any reason to know of any valid
basis  for any  claim  based  on,  any such  infringement,  misappropriation  or
violation,  other than, in each case, as cannot  reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect.

            (c) On the Closing Date, all Material Intellectual Property owned by
the Group Members is in full force and effect,  has not been adjudged invalid or
unenforceable, in whole or in part, and to the Group Member's knowledge is valid
and enforceable and no Material Intellectual Property has been abandoned.

            (d) With  respect to each IP  License:  (A) such IP License is valid
and binding  and in full force and affect and  represents  the entire  agreement
between the  respective  parties  thereto  with  respect to the  subject  matter
thereof,  (B) the Group Members have not received any notice of  termination  or
cancellation under such IP License,  (C) no breach or default shall be caused by
the consummation of the transactions  contemplated by any Loan Document, and (D)
the Group Members, and to the Group Member's knowledge each other party thereto,
is not in material breach or default of any such IP License, other than, in each
case, as cannot  reasonably be expected to have,  either  individually or in the
aggregate, a Material Adverse Effect.

            (e) The  consummation of the  transactions  contemplated by any Loan
Document shall not adversely  affect or impair the ownership,  use,  validity or
enforceability  of, or any other  material  rights of the Group  Members in, any
Material Intellectual Property.

            (f)  Except as set forth on  Schedule  4.15,  to the Group  Member's
knowledge,  as of the  Closing  Date,  no  Person  has  been  or is  infringing,
misappropriating,  diluting,  or otherwise  violating any material  Intellectual
Property of the Group Members.

      Section  4.16 Title;  Real  Property.  (a) Each Group  Member has good and
marketable  fee  simple  title to all owned  real  property,  if any,  and valid
leasehold interests in all leased real property, and owns all personal property,
in each case that is  purported  to be owned or  leased by it,  including  those
reflected on the most recent Financial Statements delivered by the Borrower, and
none of such property is subject to any Lien except Permitted Liens.

            (b) Set forth on  Schedule  4.16 is, as of the Closing  Date,  (i) a
complete and accurate list of all real property owned in fee simple by any Group
Member or in which any Group Member owns a leasehold interest setting forth, for
each  such  real  property,   the  current  street  address  (including,   where
applicable,  county, state and other relevant  jurisdictions),  the record owner
thereof and,  where  applicable,  each lessee and  sublessee  thereof,  (ii) any
lease, sublease, license or sublicense of such real property by any Group Member
and (iii) each Contractual Obligation by any Group Member, whether contingent or
otherwise, to Sell such real property.


                                       62


      Section 4.17 Bank and Security Accounts. Set forth on Schedule 4.17 is, as
of the  Closing  Date,  a  complete  and  accurate  list of all  bank,  deposit,
securities, commodities or other accounts maintained by any Loan Party, and such
Schedule  correctly  identifies the name,  address and telephone  number of each
depository,  the name in which the account is held, a description of the purpose
of the account, and the complete account number therefor.

      Section 4.18  Insurance.  Set forth on Schedule 4.18 is, as of the Closing
Date,  a complete  and  accurate  list of all  insurance  policies of any nature
maintained by each Loan Party, as well as a summary of the key business terms of
each such policy such as deductibles, coverage limits and term of policy.

      Section 4.19 Material Contracts.  Set forth on Schedule 4.19 is, as of the
Closing  Date, a complete and accurate  list of all Material  Contracts to which
any Loan Party is a party.

      Section 4.20 Anti Terrorism. (a) No Group Member (and, to the knowledge of
each Group Member, no joint venture or subsidiary  thereof) (i) is listed in the
annex to, or is  otherwise  subject to the  provisions  of,  the  Anti-Terrorism
Order, (ii) is owned or controlled by, or acting for or on behalf of, any person
listed in the annex  to, or is  otherwise  subject  to the  provisions  of,  the
Anti-Terrorism  Order,  (iii)  commits,  threatens  or  conspires  to  commit or
supports  "terrorism"  as defined in the  Executive  Order or (iv) is named as a
"specially  designated  national  and blocked  person" in the most  current list
published by the U.S. Treasury Department Office of Foreign Assets Control.

            (b) No Group Member (and, to the knowledge of each Group Member,  no
joint  venture or  Affiliate  thereof)  (i)  conducts any business or engages in
making or receiving any  contribution of funds,  goods or services to or for the
benefit of any person  described in clauses (a)(i) through  (a)(iv) above,  (ii)
deals in, or otherwise engages in any transactions  relating to, any property or
interests  in property  blocked  pursuant to the  Anti-Terrorism  Order or (iii)
engages in or conspires to engage in any transaction  that evades or avoids,  or
has the purpose of evading or  avoiding,  or  attempts  to  violate,  any of the
prohibitions set forth in any Anti-Terrorism Law.

      Section 4.21  Delivery of Material  Contracts and Related  Documents.  The
Borrower has delivered to Agents a complete  copy of each Material  Contract and
Related  Document,  and all documents,  instruments  and agreements  executed in
connection therewith  (including all exhibits,  schedules and disclosure letters
referred to therein or delivered  pursuant  thereto,  if any) and all amendments
thereto, waivers relating thereto and other side letters or agreements affecting
the terms  thereof.  None of such  documents and  agreements has been amended or
supplemented,  nor  have  any of the  provisions  thereof  been  waived,  except
pursuant to a written agreement or instrument that has heretofore been delivered
to  Administrative  Agent. As of the Closing Date, to the Borrower's  knowledge,
the  representations and warranties of Hands On set forth in the Hands On Merger
Agreement  and Verizon set forth in the Verizon TRS  Acquisition  Agreement  and
qualified as to materiality  are true and correct and those not so qualified are
true and correct in all  material  respects,  on and as of the  Closing  Date as
though  made at that time,  except to the extent that such  representations  and
warranties   expressly   relate  to  an   earlier   date  (in  which  case  such
representations and warranties qualified as to materiality are true and correct,
and those not so qualified are true and correct in all material respects, on and
as of such earlier date).

      Section 4.22 Brokers.  No Group Member has dealt with any broker,  finder,
commission agent or other Person in connection with any transactions  referenced
in or  contemplated  by  this  Agreement,  nor is any  Group  Member  under  any
obligation  to pay any


                                       63


broker's fee or commission in connection with such  transactions,  except as set
forth on Schedule 4.22.

      Section  4.23  Full   Disclosure.   Except  with  respect  to  projections
(including the Initial Projections), the information prepared or furnished by or
on behalf of any Group Member in  connection  with any Loan  Document or Related
Document  (including  the  information  contained in any Financial  Statement or
Disclosure  Document prepared or reviewed by any Group Member or the Sponsor) or
the   consummation  of  any  Related   Transaction  or  any  other   transaction
contemplated  therein,  does not contain any untrue statement of a material fact
or omit to state a material  fact  necessary  to make the  statements  contained
therein,  in  light  of  the  circumstances  when  made,  not  misleading.   All
projections that are part of such information  (including those set forth in the
Initial  Projections) are based upon good faith estimates and stated assumptions
believed to be  reasonable  and fair as of the date made in light of  conditions
and facts then known and, as of such date,  reflect good faith,  reasonable  and
fair estimates of the  information  projected for the periods set forth therein;
provided,  however,  that the Administrative  Agent and the Lenders  acknowledge
that (i) any such projections  (including the Initial Projections)  furnished to
the  Administrative  Agent and the Lenders would be forward looking  information
which may be subject to significant  uncertainties and contingencies  beyond the
Loan Parties' control, (ii) no assurance would be given by the Loan Parties that
such  projections  will be realized and (iii) the actual results may differ from
projections and such differences might be material.  As of the Closing Date, all
facts  known  to any  Group  Member  and  material  to an  understanding  of the
financial condition,  business,  property or prospects of the Group Member taken
as one enterprise have been disclosed to the Lenders.

      Section 4.24  Regulatory  Matters.  (a) Each Group Member holds,  and upon
consummation  of the  Related  Transactions  will hold,  all  material  Permits,
waivers, orders, approvals, concessions,  registrations and other authorizations
issued or provided by, and all  contracts or  agreements  with,  the FCC,  state
public service or public utility commissions or similar Governmental Authorities
(each of the FCC and such public service commissions, public utility commissions
and  similar  Governmental  Authorities,  a  "Regulatory  Authority"),  that are
necessary  under all  Requirements  of Law for the ownership,  lease,  sublease,
operation,  occupation or conduct of each Group  Member's  respective  assets or
business,  as the case may be, (i) as currently conducted,  and (ii) as proposed
to be conducted upon  consummation of the Acquisition.  All Permits held by each
Group Member and issued by any Regulatory  Authority  excluding any  Contractual
Obligations  (collectively "Regulatory Permits") are listed on Schedule 4.24 (to
the extent held on the Closing Date) and are in full force and effect.

            (b) As of the Closing Date,  each Group Member is in compliance,  in
all material  respects,  with the terms of each  Regulatory  Permit held by such
Group Member.

            (c) As of the Closing Date, each Group Member has filed all material
reports  and  other  submissions  required  to  be  filed  with  the  Regulatory
Authorities, and has timely paid all fees required to be paid to the FCC and all
Regulatory Authorities by such Group Member.

            (d) Except as set forth on Schedule  4.24,  as of the Closing  Date,
there is not pending, nor to any Group Member's knowledge,  threatened,  against
any Group Member any application, action, petition, objection or other pleading,
or any proceeding  with any Regulatory  Authority that questions or contests the
validity  of,  or any  rights of the  holder  under,  or seeks the  non-renewal,
suspension, revocation, cancellation, or adverse modification of, any Regulatory
Permit held by any Group Member or alleges that any Group Member is in violation
of any Regulatory Permits or related applicable Requirements of Law.


                                       64


      Section 4.25 Restricted Activities of Inactive  Subsidiaries.  No Inactive
Subsidiary  owns any property or assets other than as  permitted  under  Section
8.8(b),  and,  except  in  connection  with  the  dissolution  of  the  Inactive
Subsidiaries, no Inactive Subsidiary conducts any business activities other than
as permitted under Section 8.8(b).


                                   ARTICLE V

                               FINANCIAL COVENANTS

            The  Borrower  (and,  to the  extent  set  forth in any  other  Loan
Document,  each other Loan Party)  agrees with the Lenders,  the L/C Issuers and
the Administrative Agent to each of the following,  as long as any Obligation or
any Commitment remains outstanding:

      Section 5.1 Maximum  Consolidated  Leverage Ratio.  The Borrower shall not
have,  on the last day of each Fiscal  Quarter set forth below,  a  Consolidated
Leverage  Ratio  greater than the maximum  ratio set forth  opposite such Fiscal
Quarter:

 ------------------------------------------------------------------------------
                                                 MAXIMUM CONSOLIDATED
         FISCAL QUARTER ENDING                      LEVERAGE RATIO
 ------------------------------------------------------------------------------
           SEPTEMBER 30, 2008                          4.5 TO 1
 ------------------------------------------------------------------------------
           DECEMBER 31, 2008                           4.5 TO 1
 ------------------------------------------------------------------------------
             MARCH 31, 2009                           4.00 TO 1
 ------------------------------------------------------------------------------
             JUNE 30, 2009                            4.00 TO 1
 ------------------------------------------------------------------------------
           SEPTEMBER 30, 2009                         4.00 TO 1
 ------------------------------------------------------------------------------
           DECEMBER 31, 2009                          3.75 TO 1
 ------------------------------------------------------------------------------
             MARCH 31, 2010                           3.75 TO 1
 ------------------------------------------------------------------------------
             JUNE 30, 2010                            3.50 TO 1
 ------------------------------------------------------------------------------
           SEPTEMBER 30, 2010                         3.25 TO 1
 ------------------------------------------------------------------------------
   DECEMBER 31, 2010 AND EACH FISCAL                  3.00 TO 1
           QUARTER THEREAFTER
 ------------------------------------------------------------------------------

      Section 5.2 Capital  Expenditures.  No Group Member shall incur, or permit
to be incurred,  Capital  Expenditures in the aggregate  during each Fiscal Year
set forth below in excess of the maximum  amount set forth below for such Fiscal
Year:

 ------------------------------------------------------------------------------
                                                    MAXIMUM CAPITAL
           FISCAL YEAR ENDING                        EXPENDITURES
 ------------------------------------------------------------------------------
            Fiscal Year 2008                          $6,000,000
 ------------------------------------------------------------------------------
            Fiscal Year 2009                          $4,000,000
 ------------------------------------------------------------------------------
            Fiscal Year 2010                         EBITDA Amount
 ------------------------------------------------------------------------------
            Fiscal Year 2011                         EBITDA Amount
 ------------------------------------------------------------------------------
            Fiscal Year 2012                         EBITDA Amount
 ------------------------------------------------------------------------------
            Fiscal Year 2013                         EBITDA Amount
 ------------------------------------------------------------------------------


                                       65


For  purposes of this  Section 5.2 (i)  Capital  Expenditures  shall not include
capitalized  labor costs, and (ii) the "EBITDA Amount" for any Fiscal Year shall
mean an amount equal to 20% of the Consolidated  EBITDA of the Borrower for such
Fiscal Year.

      Section 5.3 Minimum Net Revenue.  Borrower and it Subsidiaries  shall have
Consolidated  net  revenues  of not less  than (i)  $22,500,000  for the  Fiscal
Quarter ending March 31, 2008 and (ii) $23,000,000 for the Fiscal Quarter ending
June 30, 2008.

      Section 5.4 Verizon TRS Acquisition Agreement Earn-Out. The Borrower shall
reserve  on its  books,  until the  Earn-Out  (as  defined  in the  Verizon  TRS
Acquisition  Agreement) payable under the Verizon TRS Acquisition has been fully
paid (or it has been  determined that no payment is due  thereunder),  an amount
equal to the lesser of (i) the maximum  Earn-Out  reasonably  determined  by the
Borrower to be payable (but not yet paid) from time to time in  accordance  with
the  Verizon  TRS  Acquisition  Agreement,  and  (ii)(A) for the period from the
Closing  Date to the  date  which  is 50  days  thereafter,  $2,000,000  and (B)
thereafter,  $8,000,000. The Borrower shall not be permitted to pay the Earn-Out
or any part thereof if after  giving  effect to any such  payment,  any Event of
Default has occurred and is continuing.

      Section 5.5  Revolver  Availability.  Until the end of the Fiscal  Quarter
ending  on  September  30,  2008,  Borrower  shall at all  times  have  Revolver
Availability   (with  trade  payable  being  paid  currently  and  expenses  and
liabilities   being  paid  in  the  ordinary  course  of  business  and  without
acceleration  of  sales)  of at  least  $5,000,000.  Thereafter,  such  Revolver
Availability,  plus the amount of cash and unrestricted Cash Equivalents held in
Controlled  Deposit Accounts and Controlled  Securities  Accounts,  shall at all
times be at least $5,000,000.


                                   ARTICLE VI

                               REPORTING COVENANTS

            The  Borrower  (and,  to the  extent  set  forth in any  other  Loan
Document,  each other Loan Party)  agrees with the Lenders,  the L/C Issuers and
the Administrative Agent to each of the following,  as long as any Obligation or
any Commitment remains outstanding:

      Section 6.1 Financial Statements. The Borrower shall deliver to the Agents
each of the following:

            (a) Monthly Reports.  As soon as available,  and in any event within
30 days after the end of each  fiscal  month,  beginning  with the fiscal  month
ending  April 30, 2008  (excluding  any month ending on a date which is also the
last  day of a Fiscal  Quarter)  the  Consolidated  unaudited  balance  sheet of
Borrower  as of  the  close  of  such  fiscal  month  and  related  Consolidated
statements of income and cash flow for such fiscal month and that portion of the
Fiscal  Year  ending  as of the close of such  fiscal  month,  setting  forth in
comparative  form (i) beginning  with the fiscal month ending  January 31, 2009,
the figures for the corresponding  periods in the prior Fiscal Year and (ii) the
figures  contained  in the  latest  Projections,  in each  case  certified  by a
Responsible  Officer  of the  Borrower  as  fairly  presenting  in all  material
respects the  Consolidated  financial  position,  results of operations and cash
flow of Borrower as at the dates  indicated  and for the  periods  indicated  in
accordance  with GAAP (subject to the absence of footnote  disclosure and normal
year-end and quarter-end audit adjustments).  In addition, for the months ending
January 31, 2008,  February 29, 2008 and March 31, 2008,  Borrower shall deliver


                                       66


to the Agents a monthly profit and loss statement and a cash and working capital
statement prepared by management of the Borrower.

            (b) Quarterly Reports. As soon as available, and in any event within
45 days after the end of each Fiscal Quarter, the Consolidated unaudited balance
sheet  of  Borrower  as  of  the  close  of  such  Fiscal  Quarter  and  related
Consolidated statements of income and cash flow for such Fiscal Quarter and that
portion  of the  Fiscal  Year  ending  as of the close of such  Fiscal  Quarter,
setting forth in comparative form the figures for the  corresponding  periods in
the prior Fiscal Year and the figures  contained in the latest  Projections,  in
each  case  certified  by a  Responsible  Officer  of  the  Borrower  as  fairly
presenting in all material respects the Consolidated financial position, results
of  operations  and cash flow of Borrower as at the dates  indicated and for the
periods  indicated in  accordance  with GAAP (subject to the absence of footnote
disclosure and normal year-end audit adjustments).

            (c) Annual Reports. As soon as available, and in any event within 90
days  after the end of each  Fiscal  Year,  the  Consolidated  balance  sheet of
Borrower  as of the end of such  year and  related  Consolidated  statements  of
income,  stockholders'  equity and cash flow for such Fiscal Year, each prepared
in accordance  with GAAP,  together with a  certification  by the Group Members'
Accountants that (i) such  Consolidated  Financial  Statements fairly present in
all material respects the Consolidated financial position, results of operations
and  cash  flow of  Borrower  as at the  dates  indicated  and  for the  periods
indicated therein in accordance with GAAP without  qualification as to the scope
of the audit or as to going concern and without any other similar  qualification
and (ii) in the  course  of the  regular  audit of the  businesses  of the Group
Members,  which audit was  conducted  in  accordance  with the  standards of the
United  States'  Public  Company  Accounting  Oversight  Board (or any successor
entity),  such Group  Members'  Accountants  have  obtained no knowledge  that a
Default or Event of Default in respect of any  financial  covenant  contained in
Article V is continuing or, if in the opinion of the Group Members'  Accountants
such a Default or Event of Default is  continuing,  a statement as to the nature
thereof (it being  understood  that the Borrower shall not be required to obtain
such  certification  in this subsection (ii) to the extent it cannot obtain such
certification  after  using  commercially  reasonable  efforts  to  obtain  such
certification).  The  Borrower  shall  deliver  copies of all  material  reports
(including,  to the extent  Borrower is not prohibited by law from doing so, any
management  letters)  sent to the Loan  Parties by their  independent  certified
public accountants promptly upon receipt thereof.

            (d)  Compliance  Certificate.  Together  with each  delivery  of any
Financial  Statement  pursuant  to clause  (b) or (c)  above,  (x) a  Compliance
Certificate  duly executed by a Responsible  Officer of the Borrower that, among
other  things,   (i)  shows  in  reasonable  detail  the  calculations  used  in
determining Excess Cash Flow, if delivered together with any Financial Statement
pursuant to clause (c) above, (ii)  demonstrates  compliance with each financial
covenant  contained in Article V tested for the relevant current period at least
on a  quarterly  basis,  (iii)  states  that no  Default  or Event of Default is
continuing as of the date of delivery of such  Compliance  Certificate  or, if a
Default or Event of Default is  continuing,  states the nature  thereof  and the
action  that the  Borrower  proposes  to take  with  respect  thereto,  and (iv)
describes in reasonable  detail any material  adverse change in the relationship
between the  Borrower and any of its  material  suppliers  or customers  and (y)
underlying  financial  information  for the  period  covered  by such  Financial
Statements for the Group Members'  business units and segments in form and scope
mutually agreed upon by the Agents and Borrower.

            (e) Corporate  Chart and Other  Collateral  Updates.  As part of the
Compliance  Certificate delivered pursuant to clause (d) above, each in form and
substance


                                       67


satisfactory  to the  Agents,  a  certificate  by a  Responsible  Officer of the
Borrower that (i) the Corporate  Chart  attached  thereto (or the last Corporate
Chart  delivered  pursuant to this clause (e)) is correct and complete as of the
date of such  Compliance  Certificate,  (ii) the Loan Parties have delivered all
documents  (including  updated  schedules  as to  locations  of  Collateral  and
acquisition  of  Intellectual  Property or real  property)  they are required to
deliver  pursuant  to any Loan  Document  on or prior to the date of delivery of
such  Compliance  Certificate  and  (iii)  complete  and  correct  copies of all
documents modifying any term of any Constituent  Document of any Group Member or
any  Subsidiary or joint venture  thereof on or prior to the date of delivery of
such Compliance Certificate have been delivered to the Agents or are attached to
such certificate.

            (f)  Additional  Projections.  As soon as available and in any event
not later than the earlier of (x) 60 days after the end of each Fiscal Year (but
not including the Fiscal Year ending  December 31, 2007),  and (y) 15 days after
approval thereof by the Borrower's  board of directors,  (i) the annual business
plan of the Group Members for the Fiscal Year next  succeeding  such Fiscal Year
and (ii)  forecasts  prepared by  management of the Borrower (A) for each fiscal
month in such next  succeeding  Fiscal  Year and (B) for each  other  succeeding
Fiscal Year through the Fiscal Year  containing the Scheduled Term Loan Maturity
Date,  in  each  case  including  in such  forecasts  (x) a  projected  year-end
Consolidated  balance sheet, income statement and statement of cash flows, (y) a
statement of all of the material  assumptions  on which such forecasts are based
and (z) substantially  the same type of financial  information as that contained
in the Initial  Projections.  For the avoidance of doubt,  none of the foregoing
shall be required to be approved by the Borrower's  board of directors  prior to
the delivery thereof.

            (g) Qualitative and  Quantitative  Presentation.  Together with each
delivery of any  Financial  Statement  pursuant  to clauses (b) or (c) above,  a
qualitative and quantitative presentation of the financial condition and results
of  operations  of the Group  Members  for the  portion of the Fiscal  Year then
elapsed  and  discussing  the reasons for any  significant  variations  from the
Projections for such period and the figures for the corresponding  period in the
previous Fiscal Year.

            (h) Intercompany  Loan Balances.  Together with each delivery of any
Compliance   Certificate  pursuant  to  clause  (d)  above,  a  summary  of  the
outstanding balances of all intercompany  Indebtedness as of the last day of the
Fiscal Quarter  covered by such Financial  Statement,  certified as complete and
correct by a  Responsible  Officer  of the  Borrower  as part of the  Compliance
Certificate delivered in connection with such Financial Statements.

            (i) Audit  Reports,  Management  Letters,  Etc.  Together  with each
delivery of any  Financial  Statement for any Fiscal Year pursuant to clause (c)
above and to the extent  Borrower is not prohibited by law from doing so, copies
of each management letter,  audit report or similar letter or report received by
any Group Member from any independent  registered  certified  public  accountant
(including the Group  Members'  Accountants)  in connection  with such Financial
Statements  or any audit  thereof,  each  certified  to be complete  and correct
copies  by a  Responsible  Officer  of the  Borrower  as part of the  Compliance
Certificate delivered in connection with such Financial Statements.

            (j)  Insurance.   Together  with  each  delivery  of  any  Financial
Statement  for any Fiscal Year  pursuant  to clause (c) above,  each in form and
substance  reasonably  satisfactory  to the Agents and certified as complete and
correct by a  Responsible  Officer  of the  Borrower  as part of the  Compliance
Certificate delivered in connection with such Financial Statements, a summary of
all material insurance coverage maintained as of the date thereof by any Group


                                       68


Member, together with such other related documents and information as the Agents
may reasonably require.

            (k) Information and Reports Related to Subordinated  Debt.  Promptly
following the delivery thereof to the holders of the  Subordinated  Debt, a copy
of all information and reports related to the Group Members sent by the Borrower
to the holders of the Subordinated Debt.

            (l) Correspondence  with holders of the Second Lien Loans.  Promptly
following  the  delivery  thereof  to the  lenders  under the  Second  Lien Loan
Documents,  a copy of all  information  and reports related to the Group Members
sent by the Borrower to the lenders under the Second Lien Loan Documents.

            (m) Other Events.  The Borrower shall give the Agents notice of each
of the  following  (which may be made by  telephone  if  promptly  confirmed  in
writing)  promptly  after any  Responsible  Officer of the Borrower knows or has
reason to know of it:  (a)(i) any  Default or Event of  Default  (including  any
default or event of default under the Second Lien Loan  Documents)  and (ii) any
event  or  condition  that  would   reasonably  be  expected  to  have,   either
individually or in the aggregate, a Material Adverse Effect, specifying, in each
case, the nature and  anticipated  effect thereof and any action  proposed to be
taken in  connection  therewith,  (b) any event (other than any event  involving
loss or damage to property) reasonably expected to result in a mandatory payment
of the  Obligations  pursuant to Section  2.8,  stating the  material  terms and
conditions of such transaction and estimating the Net Cash Proceeds thereof, (c)
the commencement of, or any material developments in, any action, investigation,
suit, proceeding,  audit, claim, demand, order or dispute with, by or before any
Governmental  Authority  affecting any Group Member or any property of any Group
Member  that (i) seeks  injunctive  or similar  relief,  (ii) in the  reasonable
judgment of the  Borrower  exposes any Group Member to liability in an aggregate
amount in excess of $300,000 or (iii) if adversely  determined  could reasonably
be expected to have, either individually or in the aggregate, a Material Adverse
Effect,  (d) the acquisition of any real property,  and (e) the  commencement of
any investigation,  suit,  proceeding,  audit, claim,  demand,  order or dispute
with, by or before any  Governmental  Authority  affecting any Group Member that
could   reasonably  be  expected  to  result  in  the  suspension,   revocation,
restriction,  amendment or nonrenewal of any material  Regulatory  Permit of any
Group Member.

      Section  6.2  Copies of Notices  and  Reports.  To the extent not  already
provided to the Agents pursuant  hereto,  the Borrower shall promptly deliver to
the  Agents  copies of each of the  following:  (a) all  material  reports  that
Borrower transmits to its security holders generally, (b) all material documents
that any Group Member files with the Securities  and Exchange  Commission or any
securities exchange or any Governmental  Authority exercising similar functions,
(c) all  material  press  releases  not made  available  directly to the general
public,  and (d) any materially  adverse notices that any Loan Party executes or
receives in connection with any Material Contract.

      Section 6.3 Taxes. The Borrower shall give the Agents notice (which may be
made by  telephone  if promptly  confirmed  in  writing) of the  creation of any
Contractual  Obligation  of any Tax  Affiliate,  or the  receipt of any  request
directed to any Tax Affiliate,  to make any  adjustment  under Section 481(a) of
the Code, by reason of a change in accounting  method or otherwise,  which could
reasonably  be expected to have,  either  individually  or in the  aggregate,  a
Material  Adverse  Effect  promptly after any  Responsible  Officer of any Group
Member knows or has reason to know of it.


                                       69


      Section 6.4 Labor  Matters.  The Borrower  shall give the Agents notice of
each of the following  (which may be made by telephone if promptly  confirmed in
writing),  promptly after, and in any event within 30 days after any Responsible
Officer of any Group Member obtains  knowledge of: (a) the  commencement  of any
material  labor  dispute  to which  any Group  Member is or may  become a party,
including  any  strikes,  lockouts  or other  disputes  relating  to any of such
Person's plants and other  facilities and (b) the incurrence by any Group Member
of any Worker  Adjustment and Retraining  Notification Act or related or similar
liability incurred with respect to the closing of any plant or other facility of
any such Person  (other than,  in the case of this clause (b),  those that could
not reasonably be expected to have, either  individually or in the aggregate,  a
Material Adverse Effect).

      Section 6.5 ERISA  Matters.  The Borrower  shall give the Agents (a) on or
prior to any filing by any ERISA  Affiliate of any notice of intent to terminate
any Title IV Plan that would result in a Material Adverse Effect, a copy of such
notice and (b) promptly,  and in any event within 10 days, after any Responsible
Officer of any ERISA  Affiliate  knows or has reason to know  thereof that (i) a
request  for a minimum  funding  waiver  under  Section 412 of the Code has been
filed with respect to any Title IV Plan or Multiemployer  Plan that would result
in a Material  Adverse Effect or a Lien under ERISA or Code Sections 412 or 430,
a notice  (which may be made by  telephone  if  promptly  confirmed  in writing)
describing such waiver request and any action that any ERISA Affiliate  proposes
to take with respect thereto,  together with a copy of any notice filed with the
PBGC or the IRS pertaining thereto, or (ii) any ERISA Event that would result in
a Material  Adverse  Effect or a Lien under ERISA or Code  Sections  412 or 430,
together with a statement of the  Responsible  Officer setting forth the details
of such ERISA Event or Lien and the action which the ERISA Affiliates propose to
take with respect thereto.

      Section 6.6  Environmental  Matters.  (a) The Borrower  shall  provide the
Agents  notice  of each of the  following  (which  may be made by  telephone  if
promptly  confirmed in writing)  promptly after any  Responsible  Officer of any
Group Member obtains  knowledge of (and, upon reasonable  request of the Agents,
documents and information in connection therewith): (i)(A) Releases of Hazardous
Materials in violation of, or in a manner that could give rise to  Environmental
Liability or to an investigatory,  corrective or remedial  obligation under, any
Environmental  Laws with respect to any Group Member or any of its facilities or
operations,  (B) the receipt by any Group  Member of any notice of  violation or
potential  liability or similar notice under,  or the existence of any condition
that could  reasonably  be expected to result in a  violation  of, or  liability
under,  any  Environmental  Law with  respect to any Group  Member or any of its
facilities or operations, or (C) the commencement of, or any material change to,
any action,  investigation,  suit,  proceeding,  audit, claim,  demand,  dispute
alleging a violation of, or liability under, any  Environmental Law with respect
to any Group Members or any of their facilities or operations, that, for each of
clauses  (A),  (B) and (C) above (and,  in the case of clause (C), if  adversely
determined), in the aggregate for each such clause, could reasonably be expected
to result in Material Environmental  Liabilities,  (ii) the receipt by any Group
Member of  notification  that any property of any Group Member is subject to any
Lien in  favor  of any  Governmental  Authority  securing,  in whole or in part,
Environmental  Liabilities  and (iii) any proposed  acquisition or lease of real
property  (except as part of any Permitted  Acquisition) if such  acquisition or
lease would have a reasonable likelihood of resulting in Material  Environmental
Liabilities.

            (b) Upon  reasonable  written  request of the Agents,  the  Borrower
shall provide the Agents with a report  containing an update as to the status of
the investigation,  corrective action, remediation or other matters with respect
to any (i) material  non-compliance  with  Environmental  Laws identified in any
document  delivered to any Secured  Party  pursuant to


                                       70


any Loan  Document or (ii)  adverse  environmental,  health or safety  condition
concerning any Group Member or any of its  facilities or operations,  where such
condition   is   reasonably   expected  to  result  in  Material   Environmental
Liabilities.

      Section 6.7 Other Information.  The Borrower shall provide the Agents with
such other  documents and  information  with respect to the business,  property,
condition  (financial or  otherwise),  legal,  financial or corporate or similar
affairs or  operations  of any Group Member as the Agents or any Lender  through
the Administrative Agent may from time to time reasonably request.

      Section 6.8 Delivery of Information to Lenders. The Borrower shall provide
to each Lender copies of all documents and information delivered by the Borrower
to the Agents  pursuant to this Article VI upon  delivery of such  documents and
information to the Agents.


                                  ARTICLE VII

                              AFFIRMATIVE COVENANTS

            The  Borrower  (and,  to the  extent  set  forth in any  other  Loan
Document,  each other Loan Party)  agrees with the Lenders,  the L/C Issuers and
the Agents to each of the following, as long as any Obligation or any Commitment
remains outstanding:

      Section 7.1  Maintenance of Corporate  Existence.  Each Group Member shall
preserve  and  maintain  its  legal  existence,  except in the  consummation  of
transactions expressly permitted by Sections 8.4 and 8.7.

      Section 7.2 Compliance with Laws, Etc. Each Group Member shall comply with
all applicable  Requirements of Law, Contractual Obligations and Permits, except
for such  failures  to comply  that would  not,  either  individually  or in the
aggregate, have a Material Adverse Effect.

      Section  7.3  Payment  of  Obligations.  Each  Group  Member  shall pay or
discharge  before  they  become  past due (a) all  claims,  taxes,  assessments,
charges  and levies  imposed  by any  Governmental  Authority  and (b) all other
lawful claims that if unpaid would, by the operation of applicable  Requirements
of Law,  become a Lien upon any property of any Group  Member,  except,  in each
case, for (A) those whose amount or validity is being contested in good faith by
proper  proceedings  diligently  conducted and for which  adequate  reserves are
maintained on the books of the appropriate  Group Member in accordance with GAAP
and (B) those which are less than $500,000 in the aggregate.

      Section 7.4  Maintenance  of Property and Rights.  Each Group Member shall
maintain and preserve (a) in good working order and condition (ordinary wear and
tear and casualty and  obsolescence  excepted) all of its property  necessary in
the conduct of its business and (b) all rights (charter and statutory), permits,
licenses,  approvals and privileges  (including all Permits and registrations in
respect of its  trademarks,  trade names and service marks)  necessary,  used or
useful  in the  conduct  of its  business  (whether  for the  ownership,  lease,
sublease or other  operation or occupation of property or otherwise),  and shall
make all necessary or appropriate  filings with,  and give all required  notices
to,  Government  Authorities,  except for such failures to maintain and preserve
the  items  set  forth in  clauses  (a) and (b) above  that  would  not,  either
individually or in the aggregate,  have a Material  Adverse  Effect.  Each Group
Member shall perform of all obligations under any Contractual Obligation to such
Loan  Party or any of its  Subsidiaries  is bound,  or to which it or any of its
properties is subject, including the Related


                                       71


Documents,   except  where  the  failure  to  perform  would  not  have,  either
individually or in the aggregate, a Material Adverse Effect.

      Section 7.5 Maintenance of Insurance. Each Group Member shall (a) maintain
or cause to be  maintained in full force and effect all policies of insurance of
any kind with  respect  to the  property  and  businesses  of the Group  Members
(including policies of life, fire, theft,  product liability,  public liability,
property  damage,  other casualty,  employee  fidelity,  workers'  compensation,
business   interruption   and  employee  health  and  welfare   insurance)  with
financially  sound and reputable  insurance  companies or associations  (in each
case that are not  Affiliates of the  Borrower) of a nature and  providing  such
coverage as is  sufficient  and as is  customarily  carried by businesses of the
size and  character of the business of the Group  Members and (b) cause all such
insurance  relating  to any  property  or business of any Loan Party to name the
Administrative  Agent on behalf of the Secured Parties as additional  insured or
loss payee, as appropriate (except in the case of director and officer liability
policies,  workers compensation policies, kidnap and ransom policies,  terrorism
or similar policies), and to provide that no cancellation,  material addition in
amount or material  change in coverage  shall be effective  until after 30 days'
notice thereof to the Administrative Agent.

      Section 7.6 Keeping of Books. The Group Members shall keep proper books of
record and account,  in which full,  true and correct  entries  shall be made in
accordance  with  GAAP  and  all  other  applicable  Requirements  of Law of all
financial transactions and the assets and business of each Group Member.

      Section 7.7 Access to Books and  Property.  Each Group Member shall permit
each Agents (and any Lender to the extent accompanying an Agent) and any Related
Person of any of them, as often as reasonably requested (but, unless an Event of
Default has occurred and is continuing,  no more than once per Fiscal  Quarter),
at any reasonable time during normal business hours and with reasonable  advance
notice  (except that,  during the  continuance  of an Event of Default,  no such
notice  shall be required  to (a) visit and  inspect the  property of each Group
Member and examine and make copies of and abstracts  from,  the  corporate  (and
similar), financial, operating and other books and records of each Group Member,
(b) discuss the  affairs,  finances  and  accounts of each Group Member with any
officer or director of any Group Member and (c)  communicate  directly  with any
registered   certified   public   accountants   (including  the  Group  Members'
Accountants) of any Group Member, so long as the Borrower is provided reasonable
advance notice and the opportunity to participate in such  discussions.  Subject
to clause  (c)  above,  each  Group  Member  shall  authorize  their  respective
registered   certified   public   accountants   (including  the  Group  Members'
Accountants)  to communicate  directly with the Agents and their Related Persons
and to disclose to the Agents and their Related Persons all financial statements
and other documents and information as they might have and the Agents reasonably
request with respect to any Group Member. Notwithstanding the foregoing, so long
as no Event of Default shall have occurred and be  continuing,  (i) the Borrower
shall not be obligated to pay the fees, costs and expenses for more than one (1)
such visit or  inspection  of the Loan  Parties  conducted  during each 12 month
period  during  the term of this  Agreement  and (ii)  Agents  shall  notify the
Borrower prior to  communicating  with any such  independent  accountants  and a
Responsible  Officer  shall have the right to be  present  at such  discussions.
Without in any way limiting the foregoing,  each Group Member, at the request of
each Agent or the Required  Lenders,  will  participate and cause key management
personnel of such Group Member to  participate  in a meeting with the Agents and
the Lenders at least once during each Fiscal Year.

      Section 7.8  Environmental.  Each Group  Member  shall  comply  with,  and
maintain  its real  property,  whether  owned,  leased,  subleased  or otherwise
operated or occupied,  in compliance


                                       72


with, all applicable  Environmental Laws (including by implementing any Remedial
Action necessary to achieve such compliance or that is required by lawful orders
and directives of any  Governmental  Authority)  except for any such failures to
comply that would not reasonably be expected to have a Material  Adverse Effect.
Without  limiting the foregoing,  if an Event of Default is continuing or if the
Agents  at any  time  have a  reasonable  basis  to  believe  that  there  exist
violations  of  Environmental  Laws by any Group  Member or that there exist any
Environmental Liabilities, in each case, that would have, either individually or
in the  aggregate,  a Material  Adverse  Effect,  then each Group Member  shall,
promptly  upon receipt of prior  written  request from either  Agent,  cause the
performance  of, and allow either Agent and its Related  Persons  access to such
real  property  for the purpose of  conducting,  such  environmental  audits and
assessments,  including  subsurface sampling of soil and groundwater,  and cause
the  preparation  of such reports,  in each case as Agents may from time to time
reasonably  request.  Such audits,  assessments  and reports,  to the extent not
conducted by the Agents or any of their Related Persons,  shall be conducted and
prepared by reputable  environmental  consulting firms reasonably  acceptable to
the  Agents  and shall be in form and  substance  reasonably  acceptable  to the
Agents.

      Section 7.9 Use of  Proceeds.  The  proceeds of the Loans shall be used by
the Borrower (and, to the extent distributed to them by the Borrower, each other
Group Member)  solely (a) to  consummate  the Related  Transactions  and for the
payment of related transaction costs, fees and expenses,  (b) for the payment of
transaction  costs,  fees and  expenses  incurred  in  connection  with the Loan
Documents and the transactions  contemplated therein and (c) for working capital
and other general corporate purposes, including Permitted Acquisitions.

      Section  7.10  Additional  Collateral  and  Guaranties.  To the extent not
delivered to the Agents on or before the Closing Date  (including  in respect of
after-acquired  property and Persons that become  Subsidiaries of any Loan Party
after the Closing  Date),  each Group  Member  shall,  promptly,  do each of the
following, unless otherwise agreed by the Agents:

            (a)  deliver to the Agents  such  modifications  to the terms of the
Loan Documents (or, to the extent  applicable as determined by the Agents,  such
other documents),  in each case in form and substance reasonably satisfactory to
the Agents and as the Agents deem  necessary or advisable in order to ensure the
following:

                  (i) (A) each  Subsidiary  of any Loan Party  that has  entered
      into Guaranty Obligations with respect to any Indebtedness of the Borrower
      and (B) each Wholly Owned Subsidiary of any Loan Party shall guaranty,  as
      primary  obligor and not as surety,  the payment of the Obligations of the
      Borrower; and

                  (ii) each Loan Party  (including any Person required to become
      a Guarantor  pursuant to clause (i) above) shall  effectively grant to the
      Collateral  Agent,  for the  benefit of the Secured  Parties,  a valid and
      enforceable  security interest in all of its property (other than Excluded
      Property  under and as defined in the Guaranty  and  Security  Agreement),
      including  all of the  Stock and Stock  Equivalents  and other  Securities
      owned by such Loan Party,  as security  for the  Obligations  of such Loan
      Party;

provided,  however, that, unless the Borrower and the Agents otherwise agree, in
no event shall (x) any Excluded  Foreign  Subsidiary be required to guaranty the
payment of any Obligation,  (y) the Loan Parties,  individually or collectively,
be required to pledge in excess of 66% of the  outstanding  Voting  Stock of any
Excluded Foreign Subsidiary or (z) a security interest be required to be granted
on any  property  of  any  Excluded  Foreign  Subsidiary  as  security  for  any
Obligation;


                                       73


            (b)  deliver  to the Agents all  documents  representing  all Stock,
Stock  Equivalents,  other  Securities,  chattel paper and  instruments  pledged
pursuant to the documents delivered pursuant to clause (a) above,  together with
undated powers or endorsements duly executed in blank;

            (c) upon request of the Agents, deliver to it a Mortgage on any real
property  owned  by any  Loan  Party,  together  with  all  Mortgage  Supporting
Documents  relating  thereto  (or,  if  such  real  property  is  located  in  a
jurisdiction outside the United States,  similar documents deemed appropriate by
the Agents to obtain the  equivalent in such  jurisdiction  of a  first-priority
mortgage on such real property);

            (d) to take all other  actions  necessary or advisable to ensure the
validity or continuing  validity of any guaranty for any  Obligation or any Lien
securing  any  Obligation,  to perfect,  maintain,  evidence or enforce any Lien
securing any  Obligation  or to ensure such Liens have the same priority as that
of the Liens on similar  Collateral set forth in the Loan Documents  executed on
the Closing  Date (or,  for  Collateral  located  outside the United  States,  a
similar  priority  acceptable  to  the  Agents),  including  the  filing  of UCC
financing  statements  in such  jurisdictions  as may be  required  by the  Loan
Documents  or  applicable  Requirements  of Law or as the Agents  may  otherwise
reasonably request;

            (e) use commercially  reasonable  efforts to deliver to the Agents a
landlord's  agreement or bailee letter,  as applicable,  from the lessor of each
leased property or bailee with respect to any warehouse,  processor or converter
facility or other  location  where  Collateral is stored or located  (subject to
Section 7.15 and excluding each location where  Collateral  with a value of less
than $200,000 is located),  unless otherwise  consented to by the Agents,  which
agreement  or letter  shall  contain a waiver or  subordination  of all Liens or
claims that the  landlord or bailee may assert  against the  Collateral  at that
location,  and shall otherwise be reasonably  satisfactory in form and substance
to  Agents;  provided  that the Group  Members  shall  deliver  to the  Agents a
landlord's  agreement  from the  lessor of the leased  property  where the Group
Members' books and records are located which agreement shall contain a waiver or
subordination  of all Liens or claims that the landlord  may assert  against the
Collateral at that location,  and shall otherwise be reasonably  satisfactory in
form and substance to Agents; and

            (f) deliver to the Agents and the Lenders legal opinions relating to
the  matters  described  in  this  Section  7.10,  which  opinions  shall  be as
reasonably  required by, and in form and substance  and from counsel  reasonably
satisfactory to, the Agents.

      Section 7.11 Deposit  Accounts;  Securities  Accounts and Cash  Collateral
Accounts.  (a) Each Loan  Party  shall (i)  deposit  all of its cash in  deposit
accounts that are Controlled  Deposit  Accounts,  provided,  however,  that each
Group  Member may  maintain  zero-balance  accounts  for the purpose of managing
local  disbursements  and may maintain  accounts  for: (A) payroll,  (B) payroll
taxes, (C) other employee wage and benefit payments for the benefit of the Group
Members'  salaried  employees,  and (D)  withholding  taxes and other  fiduciary
accounts,  (ii) deposit all of its Cash Equivalents in securities  accounts that
are  Controlled  Securities  Accounts,  in each  case  except  for cash and Cash
Equivalents the aggregate value of which does not exceed at any time $10,000 for
any one account and $50,000 in the aggregate.

            (b) The Agents  shall not have any  responsibility  for, or bear any
risk of loss of, any  investment  or income of any funds in any Cash  Collateral
Account.  From time to time after  funds are  deposited  in any Cash  Collateral
Account, the Agents may apply funds then held in such Cash Collateral Account to
the payment of Obligations in accordance  with Section 2.12.


                                       74


No Group Member and no Person  claiming on behalf of or through any Group Member
shall have any right to demand payment of any funds held in any Cash  Collateral
Account at any time prior to the  termination of all Commitments and the payment
in full of all Obligations and, in the case of L/C Cash Collateral Accounts, the
termination of all outstanding Letters of Credit.

      Section 7.12  Interest  Rate  Contracts.  Unless  otherwise  agreed by the
Agents,  the Borrower shall use commercially  reasonable efforts to have entered
into within 90 days of the Closing Date, and thereafter maintain,  Interest Rate
Contracts  on  terms  and with  counterparties  reasonably  satisfactory  to the
Agents, to provide protection  against  fluctuation of interest rates for a term
of not less than 3 years and for a  notional  amount up to 50% of the  aggregate
principal amount of the Term Loan.

      Section 7.13 Payment of Taxes.  Each Tax Affiliate shall properly  prepare
and file all material tax returns and shall timely pay and  discharge  (or cause
to be paid and discharged) all material taxes,  assessments and governmental and
other charges or levies  imposed upon it or upon its income or profits,  or upon
property belonging to it; provided that such Tax Affiliate shall not be required
to pay any such tax, assessment,  charge or levy that is being contested in good
faith by appropriate  proceedings and for which the affected Tax Affiliate shall
have  set  aside  on  its  books  adequate  reserves  with  respect  thereto  in
conformance with GAAP.

      Section  7.14  ERISA.  Each  Group  Member  shall  comply in all  material
respects with the  applicable  provisions  of ERISA and the Code,  except to the
extent such  failure to comply,  individually  and in the  aggregate,  could not
reasonably be expected to have a Material Adverse Effect.

      Section 7.15 Post-Closing  Matters.  The Borrower shall deliver to Agents,
in form and substance reasonably satisfactory to Agents, the items (or undertake
the efforts)  described on Schedule 7.15 on or before the dates  specified  with
respect  to such items and  efforts  or such later  dates as may be agreed to by
Agents, in their sole discretion.


                                  ARTICLE VIII

                               NEGATIVE COVENANTS

            The  Borrower  (and,  to the  extent  set  forth in any  other  Loan
Document,  each other Loan Party)  agrees with the Lenders,  the L/C Issuers and
the Agents to each of the following, as long as any Obligation or any Commitment
remains outstanding:

      Section 8.1 Indebtedness.  No Group Member shall,  directly or indirectly,
incur or  otherwise  remain  liable  with  respect to or  responsible  for,  any
Indebtedness except for the following:

            (a) the Obligations;

            (b)  Indebtedness  existing  on the  date  hereof  and set  forth on
Schedule  8.1,  together  with any  Permitted  Refinancing  of any  Indebtedness
permitted hereunder in reliance upon this clause (b);


                                       75


            (c) Indebtedness  consisting of Capitalized Lease Obligations (other
than  with  respect  to a lease  entered  into as part of a Sale  and  Leaseback
Transaction) and purchase money Indebtedness, in each case incurred by any Group
Member to finance the acquisition,  repair, improvement or construction of fixed
or capital assets of such Group Member,  together with any Permitted Refinancing
of any  Indebtedness  permitted  hereunder  in  reliance  upon this  clause (c);
provided, however, that (i) if the aggregate outstanding principal amount of all
such Indebtedness exceeds $500,000 at the time of incurrence of any Indebtedness
under this Section 8.1(c),  then on the date of such incurrence (A) the Borrower
would have been in compliance with the financial  covenants set forth in Article
V on a Pro Forma Basis as of the last day of the last  Fiscal  Quarter for which
Financial  Statements have been delivered  hereunder (after giving effect to the
incurrence of any  Indebtedness  under this Section 8.1(c) as if incurred on the
first day of such period),  and (B) the Borrower shall  reasonably  project that
the Borrower and its  Subsidiaries  shall continue to be in compliance  with the
financial covenants set forth in Article V for the twelve-month period after the
incurrence  of  such  Indebtedness,  and  (ii)  the  principal  amount  of  such
Indebtedness  does not exceed the lower of the cost or fair market  value of the
property  so  acquired  or built or of such  repairs or  improvements  financed,
whether  directly or through a  Permitted  Refinancing,  with such  Indebtedness
(each measured at the time such acquisition, repair, improvement or construction
is made);

            (d)  intercompany  loans owing to any Group Member and  constituting
Permitted Investments of such Group Member;

            (e) (i)  obligations  under Interest Rate Contracts  entered into to
comply with Section 7.12 and (ii)  obligations  under other  Hedging  Agreements
entered into for the sole  purpose of hedging in the normal  course of business,
for non-speculative purposes and consistent with industry practices;

            (f)  Guaranty  Obligations  of (i) any Loan  Party  with  respect to
Indebtedness  permitted  hereunder  of any Loan Party and (ii) any Group  Member
that is not a Loan Party with respect to Indebtedness permitted hereunder of any
Loan Party or any other Group Member that is not a Loan Party;

            (g)  Indebtedness  under  the  Second  Lien  Loan  Documents  in  an
aggregate outstanding principal amount not to exceed $30,000,000 at any time and
any  Permitted   Refinancing   thereof  to  the  extent   permitted   under  the
Intercreditor Agreement;

            (h)  any  unsecured  Indebtedness  of any  Group  Member;  provided,
however,  that the aggregate  outstanding principal amount of all such unsecured
Indebtedness shall not exceed $500,000 at any time;

            (i) in each  case to the  extent  (if  any)  that  such  obligations
constitute Indebtedness and provided that such obligation arises in the ordinary
course of business and not in connection  with the  obtaining of financing,  (a)
reimbursement  or  indemnification  obligations  owed  to any  Person  providing
workers'  compensation,   health,  disability  or  other  employee  benefits  or
property,  casualty  or  liability  insurance  and (b)  take-or-pay  obligations
contained in supply arrangements;

            (j) Indebtedness in respect of performance bonds, bid bonds,  surety
bonds,  performance and completion guarantees and similar obligations (including
bonding obligations with respect to the Group Members'  telecommunications relay
services contracts) in each case


                                       76


provided in the ordinary course of business and in an outstanding  amount not to
exceed $4,000,000 in the aggregate;

            (k) Indebtedness owed to any bank consisting of liabilities  arising
from treasury, depository and cash management services or in connection with any
automated  clearing  house  transfers  of funds (none of which shall  consist of
Indebtedness for borrowed money); and

            (l)  customary  indemnification,  adjustment  of  purchase  price or
similar  obligations  of the Loan Parties  arising  under any of the Verizon TRS
Acquisition Agreement,  Hands On Merger Agreement or the documents pertaining to
a Permitted Acquisition or a Sale permitted hereunder.

      Section 8.2 Liens.  No Group  Member  shall  incur,  maintain or otherwise
suffer to exist any Lien upon or with  respect to any of its  property,  whether
now owned or  hereafter  acquired,  or assign  any  right to  receive  income or
profits, except for the following:

            (a) Liens created pursuant to any Loan Document;

            (b) Customary Permitted Liens of Group Members;

            (c) Liens existing on the date hereof and set forth on Schedule 8.2;

            (d) Liens on the property of the Borrower or any of its Subsidiaries
securing  Indebtedness  permitted  hereunder in reliance  upon  Section  8.1(c);
provided,  however,  that (i) such Liens exist prior to the  acquisition  of, or
attach  substantially   simultaneously  with,  or  within  90  days  after,  the
acquisition,  repair,  improvement or construction  of, such property  financed,
whether directly or through a Permitted  Refinancing,  by such  Indebtedness and
(ii) such Liens do not extend to any property of any Group Member other than the
property  (and  proceeds  thereof)  acquired or built,  or the  improvements  or
repairs, financed, whether directly or through a Permitted Refinancing,  by such
Indebtedness;

            (e) Liens on the property of the Borrower or any of its Subsidiaries
securing the Permitted  Refinancings of any Indebtedness  secured by any Lien on
such  property  permitted  hereunder in reliance upon clause (c) or (d) above or
this clause (e) without any change in the property subject to such Liens;

            (f) cash  deposits  securing  Indebtedness  permitted  under Section
8.1(j);  provided that the Borrower shall use commercially reasonable efforts to
provide a Letter of Credit  instead of such cash  deposits  (and with respect to
such cash  deposits  made on the Closing Date no later than six (6) months after
the Closing Date); and

            (g) Liens securing the loans and other  obligations under the Second
Lien Loan Documents and Permitted  Refinancing thereof as long as such Liens (i)
attach  only to  collateral  in  which  the Loan  Parties  have  granted  to the
Administrative Agent an enforceable Lien to secure the obligations (and the Loan
Parties have complied with their obligations  under the Loan Documents  relating
to the perfection of such Liens) and (ii) are subordinated to the Administrative
Agent's  Lien  pursuant  to,  and are in all  other  respects  subject  to,  the
Intercreditor Agreement.

      Section 8.3 Investments.  No Group Member shall make or maintain, directly
or indirectly, any Investment except for the following:


                                       77


            (a)  Investments  existing  on the  date  hereof  and set  forth  on
Schedule 8.3;

            (b) Investments in cash and Cash Equivalents;

            (c) (i)  endorsements  for  collection  or deposit  in the  ordinary
course of business  consistent  with past  practice,  (ii)  extensions  of trade
credit (other than to  Affiliates  of the  Borrower)  arising or acquired in the
ordinary course of business and (iii) Investments received in settlements in the
ordinary course of business of such extensions of trade credit;

            (d)  Investments  made  as part of the  Acquisition  or a  Permitted
Acquisition;

            (e) Investments by any Loan Party in any other Loan Party; provided,
that any  Investment  consisting of loans or advances to any Loan Party shall be
subordinated  in full to the  payment of the  Obligations  of such Loan Party on
terms and conditions satisfactory to the Agents;

            (f) loans or advances  to  employees  of the  Borrower or any of its
Subsidiaries to finance travel,  entertainment and relocation expenses and other
ordinary  business  purposes in the  ordinary  course of  business as  presently
conducted; provided, however, that the aggregate outstanding principal amount of
all loans and  advances  permitted  pursuant to this clause (f) shall not exceed
$250,000 at any time;

            (g) Liens to the extent permitted under Section 8.2;

            (h) Hedging  Agreements  entered  into by a Loan Party or any of its
Subsidiaries to the extent permitted under Section 8.1(e);

            (i) Guaranty Obligations the extent permitted under Section 8.1(f);

            (j) securities of trade creditors or customers  received pursuant to
any  plan of  reorganization  or  similar  arrangement  upon the  bankruptcy  or
insolvency of such trade creditors or customers;

            (k) loans made to directors,  officers and employees in exchange for
equity  interests  of  Borrower  purchased  by  such  directors,   officers  and
employees,  so long as (A) no cash is  remitted  by any  Loan  Party to any such
directors,  officers or  employees  in  connection  with such Loans and (B) such
Loans are merely book-entry items; and

            (l) any other Investment by the Borrower or any of its Subsidiaries;
provided, however, that the aggregate outstanding amount of all such Investments
shall not exceed $250,000 at any time.

      Section 8.4 Asset  Sales.  No Group  Member shall Sell any of its property
(other than cash) or issue shares of its own Stock, except for the following:

            (a) in each case to the extent  entered into in the ordinary  course
of business, (i) Sales of Cash Equivalents or inventory,  (ii) Sales of property
that has  become  obsolete  or worn out,  and (iii)  non-exclusive  licenses  of
Intellectual Property in the ordinary course of its business;

            (b) a true lease or sublease of real property in the ordinary course
of business not constituting Indebtedness and not entered into as part of a Sale
and Leaseback Transaction;


                                       78


            (c) (i) any Sale of any  property  (other  than  their  own Stock or
Stock  Equivalents)  by any Group Member to any other Group Member to the extent
any resulting Investment constitutes a Permitted Investment;  provided,  that no
Loan Party  shall Sell any  property  to a Group  Member who is not a Loan Party
except  to the  extent  expressly  permitted  under  Section  8.3(l),  (ii)  any
Restricted  Payment by any Group  Member  permitted  pursuant to Section 8.5 and
(iii) any  distribution by Borrower of the proceeds of Restricted  Payments from
any other Group Member to the extent permitted in Section 8.5;

            (d) (i) any Sale or issuance by Borrower of its own Stock,  (ii) any
Sale or issuance by any  Subsidiary of the Borrower of its own Stock to any Loan
Party and (iii) to the extent necessary to satisfy any Requirement of Law in the
jurisdiction  of  incorporation  of any Subsidiary of the Borrower,  any Sale or
issuance by such Subsidiary of its own Stock constituting  directors' qualifying
shares or nominal holdings;

            (e) as long as no Default or Event of Default is continuing or would
result  therefrom,  any  Sale of  property  (other  than  as part of a Sale  and
Leaseback  Transaction)  of, or Sale or  issuance of its own Stock by, any Group
Member (other than Borrower) for fair market value for consideration  payable at
least  75% in cash  upon  such  sale;  provided,  however,  that  the  aggregate
consideration  received  for all such  Sales  shall not exceed  $500,000  in the
aggregate after the Closing Date;

            (f) write-offs or discounts or  forgiveness  of accounts  payable in
the ordinary course of business;

            (g) the Sales identified in Schedule 8.4 hereto; and

            (h)  transfers  by any  Domestic  Subsidiary  of a Loan Party in the
ordinary  course of  business of assets to the  Borrower  or any other  Domestic
Subsidiary.

      Section  8.5  Restricted  Payments.  No Group  Member  shall  directly  or
indirectly  declare,  order,  pay, make or set apart any sum for any  Restricted
Payment except for the following:

            (a) (i)  Restricted  Payments  (A) by any Group  Member  (other than
Borrower)  that is a Loan  Party to any Loan  Party and (B) by any Group  Member
that  is  not  a  Loan  Party  to  any  Group  Member  and  (ii)  dividends  and
distributions  by any Subsidiary of the Borrower that is not a Loan Party to any
holder of its Stock, to the extent made to all such holders ratably according to
their ownership interests in such Stock;

            (b)  dividends  and  distributions  declared  and paid on the common
Stock of any Group Member (other than  Borrower)  ratably to the holders of such
common Stock and payable only in common Stock of such Group Member;

            (c)   payments   by  Borrower   to  Sponsor  in   reimbursement   of
out-of-pocket  costs and  expenses  incurred by Sponsor in  accordance  with the
Management Agreement;

            (d) the redemption,  purchase or other acquisition or retirement for
value by Borrower of its common Stock (or Stock  Equivalents with respect to its
common Stock) from any present or former  employee,  director or officer (or the
assigns, estate, heirs or current or former spouses thereof) of any Group Member
upon the death,  disability  or  termination  of  employment  of such  employee,
director  or  officer;  provided,  however,  that (w) the  amount  of such  cash


                                       79


dividends  paid  after  the  Closing  Date  shall  not  exceed  $750,000  in the
aggregate; (x) no Default or Event of Default is then continuing or would result
therefrom;  (y) such action is not otherwise  prohibited  under the terms of any
Indebtedness  (other than the Obligations) of any Group Member; and (z) Borrower
would have been in compliance with the financial  covenants set forth in Article
V on a Pro Forma Basis as of the last day of the last  Fiscal  Quarter for which
Financial  Statements have been delivered hereunder (after giving effect to such
Restricted  Payment and all Loans funded in  connection  therewith as if made on
the first day of such period); and

            (e) payment of customary compensation to members of Borrower's board
of directors.

      Section 8.6 Prepayment of Indebtedness.  No Group Member shall (x) prepay,
redeem,  purchase,  defease or otherwise satisfy prior to the scheduled maturity
thereof any Indebtedness,  (y) set apart any property for such purpose,  whether
directly  or  indirectly  and  whether  to a sinking  fund,  a  similar  fund or
otherwise,  or (z) make any payment in violation of any  subordination  terms of
any Subordinated  Debt;  provided,  however,  that each Group Member may, to the
extent otherwise permitted by the Loan Documents, do each of the following:

            (a)  (i)  prepay  the  Obligations,   (ii)  consummate  a  Permitted
Refinancing  to the extent  permitted  (A) in the case of the  Second  Lien Term
Loans, under the Intercreditor Agreement,  and (B) otherwise,  under Section 8.1
and (iii) prepay in full on the Closing Date the Payoff Debt;

            (b) prepay, redeem, purchase,  defease or otherwise satisfy prior to
the scheduled maturity thereof (A) in the case of any Group Member that is not a
Loan Party,  any  Indebtedness  owing by such Group Member to any Loan Party and
(B) any Indebtedness owing to any Loan Party;

            (c) make  regularly  scheduled or otherwise  required  repayments or
redemptions of Indebtedness  but only, in the case of Subordinated  Debt, to the
extent permitted by the subordination provisions thereof;

            (d) prepay in the  ordinary  course of  business  Capitalized  Lease
Obligations  permitted  under Section 8.1;  provided that no Default or Event of
Default exists and is continuing or results from such payment; and

            (e) prepay, exchange or otherwise retire Subordinated Debt for Stock
issued  by  the  Borrower;   provided  that  such  Stock  does  not   constitute
Indebtedness and that no Default or Event of Default exists and is continuing or
results from such payment.

      Section  8.7  Fundamental  Changes.  No  Group  Member  shall  (a)  merge,
consolidate or amalgamate with any Person,  (b) acquire all or substantially all
of the Stock or Stock  Equivalents of any Person or form any  Subsidiary  (other
than  in  connection  with  a  Permitted  Acquisition)  or  (c)  acquire  all or
substantially all of the assets of any Person or all or substantially all of the
assets constituting any line of business,  division,  branch, operating division
or other unit  operation of any Person,  in each case except for the  following:
(i) to  consummate  any  Permitted  Acquisition,  (ii)  the  dissolution  of the
Inactive  Subsidiaries,  (iii) any Sale permitted hereunder and (iv) the merger,
consolidation  or  amalgamation  of any Subsidiary of the Borrower into any Loan
Party; provided,  however, that (A) in the case of any merger,  consolidation or
amalgamation  involving the Borrower, the Borrower shall be the surviving Person
and (B) in the case of any merger,  consolidation or amalgamation  involving any
other  Loan  Party,  a Loan Party


                                       80


shall be the  surviving  corporation  and all actions  required to maintain  the
perfection of the Lien of the  Administrative  Agent on the Stock or property of
such Loan Party shall have been made.

      Section 8.8 Change in Nature of Business.  (a) No Group Member shall carry
on any business,  operations or activities  (whether  directly,  through a joint
venture, in connection with a Permitted Acquisition or otherwise)  substantially
different from those carried on by the Borrower and its Subsidiaries at the date
hereof and business, operations and activities reasonably related thereto.

            (b) None of the Inactive  Subsidiaries  shall engage in any material
business, operations or activity, or hold any material amount of property, other
than the following,  (i) paying taxes and dividends  permitted  hereunder,  (ii)
holding directors' and shareholders'  meetings,  preparing corporate and similar
records and other  activities  required to maintain  its  separate  corporate or
other legal  structure,  (iii)  preparing  reports to, and  preparing and making
notices to and  filings  with,  Governmental  Authorities  and to its holders of
Stock,  (iv)  defending or otherwise  taking action deemed  appropriate  by such
Inactive  Subsidiary or any Group Member with respect to any liabilities of such
Inactive Subsidiary,  including any litigation, action or proceeding,  including
as set forth in  Schedule  4.7,  and (v) such  other  business,  operations  and
activities consented to by the Agents.

      Section 8.9 Transactions with Affiliates. No Group Member shall, except as
otherwise expressly permitted herein,  enter into any other transaction directly
or indirectly with, or for the benefit of, any Affiliate of the Borrower that is
not a Loan Party (including Guaranty  Obligations with respect to any obligation
of any such  Affiliate),  except for (a)  transactions in the ordinary course of
business on a basis no less  favorable to such Group Member as would be obtained
in a comparable  arm's length  transaction with a Person not an Affiliate of the
Borrower, (b) employment contracts with, and reasonable expense  reimbursements,
indemnities, salaries and other reasonable director or employee compensation to,
officers and directors of any Group Member,  (c) the Related  Transaction  on or
prior to the Closing Date, (d) reimbursement of out-of-pocket costs and expenses
of the Sponsor and its Control Investment Affiliates incurred in connection with
the Related Transactions or payable under Section 8.5(c), (e) issuances of Stock
of the Borrower  and the entry into and  amendment  of related  agreements  with
holders  of the  Borrower's  Stock  not  involving  any cash  payments,  (f) the
replacement,  release or termination  of Guaranty  Obligations of holders of the
Borrower's Stock with respect to certain  existing  Indebtedness and Contractual
Obligations  of Hands On existing as of the Closing  Date,  (g) the amendment of
the  Certificate  of   Incorporation   in  accordance  with  Section  7.15,  (h)
amendments,  modifications and refinancings of the Second Lien Loan Documents in
accordance with, and to the extent permitted by, the Intercreditor Agreement and
(i)  transactions  on  arm's-length  terms with Walden  Venture  Capital and its
Affiliates.

      Section 8.10 Third-Party Restrictions on Indebtedness,  Liens, Investments
or Restricted Payments. No Group Member shall incur or otherwise suffer to exist
or become  effective  or remain  liable on or  responsible  for any  Contractual
Obligation  limiting the ability of (a) any  Subsidiary  of the Borrower to make
Restricted  Payments to, or Investments  in, or repay  Indebtedness or otherwise
Sell property to, any Group Member or (b) any Group Member to incur or suffer to
exist  any Lien upon any  property  of any Group  Member,  whether  now owned or
hereafter  acquired,  securing any of its Obligations  (including any "equal and
ratable" clause and any similar Contractual Obligation requiring, when a Lien is
granted on any  property,  another  Lien to be granted on such  property  or any
other property),  except, for each of clauses (a) and (b) above, (i) pursuant to
the Loan Documents;  and (ii) pursuant to the Second Lien Loan Documents and any
Permitted  Refinancing  thereof and (iii) limitations on Liens (other than Liens
securing


                                       81


any  Obligation) set forth in the Contractual  Obligations  governing  Permitted
Liens  provided  any  such  limitation  contained  therein  relates  only to the
property subject to such Permitted Lien.

      Section 8.11 Modification of Certain  Documents.  No Group Member shall do
any of the following:

            (a)  waive  or  otherwise  modify  (i) any term of the  Verizon  TRS
Acquisition Agreement or Hands On Merger Agreement or any other Related Document
(other than the Second Lien  Documents) in any material  respect that is adverse
to the  interests  of any  Secured  Party  under  the Loan  Documents  or in the
Collateral, or (ii) any term of any Constituent Document of any Group Member, or
otherwise change the capital  structure of any Group Member (including the terms
of any of their outstanding Stock or Stock Equivalents), in any material respect
or in any respect  adverse to the  interests of any Secured Party under the Loan
Documents  or in the  Collateral  (provided  that the  Borrower  may  amend  the
Certificate of Incorporation in accordance with Section 7.15).

            (b) waive or otherwise modify any term of (A) any Subordinated  Debt
if  the  effect  thereof  on  such  Subordinated  Debt  is to (i)  increase  the
non-default interest rate by more than 2.0% per annum, (ii) change the due dates
for  principal  or interest,  other than to extend such dates,  (iii) modify any
default  or  event  of  default,  other  than  to  delete  it or  make  it  less
restrictive,  (iv)  add any  covenant  with  respect  thereto,  (v)  modify  any
subordination  provision,  (vi) modify any  redemption or prepayment  provision,
other than to extend the dates  therefor  or to reduce the  premiums  payable in
connection  therewith or (vii)  materially  increase any obligation of any Group
Member or confer  additional  material rights to the holder of such Subordinated
Debt in a manner  adverse to any Group Member or any Secured  Party,  or (B) any
Material Contract in a manner materially adverse to the interests of any Secured
Party under the Loan Documents or in the Collateral.

            (c)  waive or  otherwise  modify  any term of the  Second  Lien Loan
Documents,  other than any such waiver or  modification  that is permitted to be
made pursuant to the Intercreditor Agreement.

      Section 8.12 Accounting Changes; Fiscal Year. No Group Member shall change
its (a) accounting treatment or reporting practices,  except as required by GAAP
or any  Requirement of Law, or (b) its fiscal year or its method for determining
fiscal quarters or fiscal months, in each case without the consent of the Agents
(which consent shall not be unreasonably withheld).

      Section  8.13 Margin  Regulations.  No Group  Member  shall use all or any
portion of the  proceeds of any credit  extended  hereunder to purchase or carry
margin stock (within the meaning of Regulation U of the Federal  Reserve  Board)
in contravention of Regulation U of the Federal Reserve Board.

      Section 8.14  Compliance  with ERISA.  No ERISA  Affiliate  shall cause or
suffer to exist any event that could  result in the  imposition  of a Lien under
ERISA or Code Sections 412 or 430 or any other ERISA Event,  that could,  either
individually  or in the aggregate,  have a Material  Adverse  Effect.  The ERISA
Affiliate shall provide notice to Agents if such an event shall occur.

      Section  8.15  T-Mobile  Obligations.  Prior to  amendment of the lien and
financing  statement of T-Mobile in accordance  with clause 5 of Schedule  7.15,
(a) no Group Member shall (i) permit the aggregate  obligations  and liabilities
of the Group Members to T-Mobile and its  subsidiaries  and affiliates to exceed
$100,000 at any time,  (ii) waive or otherwise  modify the


                                       82


terms of the T-Mobile  Agreement  in any respect  adverse to the interest of any
Secured Party under the Loan Documents or in the  Collateral,  or (iii) transfer
any assets to or make any investments in GoAmerica  Communications Corp. outside
the ordinary  course of business,  (b)  commencing on the date which is 180 days
after the Closing Date, the Borrower shall  establish a restricted  cash reserve
on its books in an  amount  equal to five (5) times  the  latest  gross  monthly
purchases of the Group Members under the T-Mobile Agreement plus an amount equal
to the  "Shortfall  Damages"  (as defined in the  T-Mobile  Agreement),  if any,
measured  monthly on a contract  year to date basis and based upon the  "Monthly
Volume  Commitment" (as defined in the T-Mobile  Agreement) and (c) the Borrower
shall deliver to the Agents  together with delivery of a Compliance  Certificate
pursuant to Section 6.1(d),  monthly and year to date financial information with
respect to the T-Mobile Agreement.


                                   ARTICLE IX

                                EVENTS OF DEFAULT

      Section  9.1  Definition.  Each of the  following  shall  be an  Event  of
Default:

            (a) the Borrower  shall fail to pay (i) any principal of any Loan or
any L/C  Reimbursement  Obligation when the same becomes due and payable or (ii)
any  interest  on any  Loan,  any fee  under  any  Loan  Document  or any  other
Obligation  (other than those set forth in clause (i) above) and, in the case of
this clause (ii), such non-payment  continues for a period of three (3) Business
Days after the due date therefor; or

            (b) any  representation,  warranty or  certification  made or deemed
made by or on behalf of any Loan Party in any Loan  Document  or by or on behalf
of any Loan Party (or any  Responsible  Officer  thereof) in connection with any
Loan Document  (including  any other document  delivered in connection  with any
Loan Document)  shall prove to have been incorrect in any material  respect when
made or deemed made; or

            (c) any Loan Party  shall fail to comply with (i) any  provision  of
Article V  (Financial  Covenants),  Sections  6.1  (Financial  Statements),  7.1
(Maintenance  of Corporate  Existence),  7.5  (Maintenance  of  Insurance),  7.7
(Access  to Books  and  Property),  7.9  (Application  of Loan  Proceeds),  7.15
(Post-Closing  Matters) or Article VIII (Negative Covenants),  or (ii) any other
provision of any Loan Document if, in the case of this clause (ii), such failure
shall remain unremedied for 30 days after the earlier of (A) the date on which a
Responsible  Officer of the Borrower  becomes  aware of such failure and (B) the
date on which notice thereof shall have been given to the Borrower by the Agents
or the Required Lenders; or

            (d) (i) any Group Member (other than an Inactive  Subsidiary)  shall
fail to make any payment when due  (whether  due because of scheduled  maturity,
required  prepayment  provisions,  acceleration,  demand  or  otherwise)  on any
Indebtedness of any Group Member  (excluding the Obligations) and, in each case,
such failure  relates to  Indebtedness in an amount of $500,000 or more and such
failure shall continue after the applicable grace period,  if any,  specified in
the agreement or instrument  relating to any such  Indebtedness,  (ii) any other
event shall occur or condition shall exist after the applicable grace period, if
any,   specified  in  such  agreements  or  instruments  under  any  Contractual
Obligation  relating  to any such  Indebtedness,  if the effect of such event or
condition is to accelerate,  or to permit the  acceleration  of, the maturity of
such Indebtedness, or (iii) any such Indebtedness shall become or be declared to
be due  and  payable,  or be  required  to be  prepaid,  redeemed,  defeased  or
repurchased  (other  than  by  a


                                       83


regularly scheduled or mandatory required prepayment or voluntary termination of
a capital lease), prior to the stated maturity thereof; or

            (e) (i) any Group Member (other than an Inactive  Subsidiary)  shall
generally not pay its debts as such debts become due, shall admit in writing its
inability to pay its debts generally or shall make a general  assignment for the
benefit of creditors,  (ii) any proceeding shall be instituted by or against any
Group  Member is seeking to  adjudicate  it as bankrupt or  insolvent or seeking
liquidation, winding up, reorganization,  arrangement,  adjustment,  protection,
relief,  composition of it or its debts or any similar order, in each case under
any Requirement of Law relating to bankruptcy,  insolvency or  reorganization or
relief of debtors or seeking the entry of an order for relief or the appointment
of a custodian,  receiver, trustee, conservator,  liquidating agent, liquidator,
other similar  official or other official with similar powers,  in each case for
it or for any  substantial  part of its  property  and,  in the case of any such
proceedings  instituted  against  (but not by or with the  consent of) any Group
Member (other than an Inactive Subsidiary), either such proceedings shall remain
undismissed  or unstayed for a period of 60 days or more or any action sought in
such proceedings  shall occur, or (iii) any Group Member (other than an Inactive
Subsidiary)  shall take any  corporate or similar  action or any other action to
authorize any action described in clause (i) or (ii) above; or

            (f) one or more  judgments,  orders or  decrees  (or  other  similar
process) shall be rendered  against any Group Member (i)(A) in the case of money
judgments,  orders and decrees, involving an aggregate amount (excluding amounts
adequately  covered by insurance  payable to any Group Member, to the extent the
relevant insurer has not denied coverage  therefor) in excess of $500,000 or (B)
otherwise,  that would have, either individually or in the aggregate, a Material
Adverse Effect and (ii)(A) enforcement  proceedings shall have been commenced by
any creditor upon any such judgment, order or decree or (B) such judgment, order
or  decree  shall  not have  been  vacated  or  discharged  for a  period  of 30
consecutive days and there shall not be in effect (by reason of a pending appeal
or otherwise) any stay of enforcement thereof; or

            (g) except pursuant to a valid, binding and enforceable  termination
or release permitted under the Loan Documents and executed by the Administrative
Agent or as  otherwise  expressly  permitted  under any Loan  Document,  (i) any
material provision of any Loan Document shall, at any time after the delivery of
such Loan Document, fail to be valid and binding on, or enforceable against, any
Loan Party party thereto,  or (ii) any Loan Document  purporting to grant a Lien
to secure any  Obligation  shall,  at any time after the  delivery  of such Loan
Document, fail to create a valid and enforceable Lien on any material portion of
the  Collateral or such Lien shall fail or cease to be a perfected Lien with the
priority required in the relevant Loan Document, or any Group Member shall state
in writing  that any of the events  described  in clause (i) or (ii) above shall
have occurred; or

            (h) any Group Member is affected by any fire,  explosion,  accident,
strike, lockout or other labor dispute,  drought,  storm,  earthquake,  embargo,
terrorist  attack,  war,  act of God or of the  public  enemy or  other  similar
casualty (a  "Casualty  Event") that results in the loss of more than 25% of the
consolidated revenues of the Borrower and its Subsidiaries, which revenue stream
does not  return  to  pre-Casualty  Event  levels  within 90 days of the day the
Casualty Event began; or

            (i) there shall occur any Change of Control; or


                                       84


            (j) the Hands On Merger  shall  not have been  consummated  by 11:59
p.m. on the Closing Date; or

            (k)  the  Stellar  Nordia  Managed   Services   Agreement  shall  be
terminated and a similar agreement in form and on terms substantially comparable
to or better than the Stellar Nordia Managed  Services  Agreement shall not have
been entered into within 180 days of such termination; or

            (l) any event of default  shall occur under any Mortgage and remains
unremedied or uncured for any applicable cure periods therein; or

            (m) if any Group  Member shall lose,  fail to keep in force,  suffer
the  termination,  suspension,  or  revocation  of, or  terminate or forfeit any
material Permit issued by the FCC to a Group Member.

      Section  9.2  Remedies.  During the  continuance  of any Event of Default,
either Agent may, and, at the request of the Required  Lenders,  shall,  in each
case by notice to the  Borrower  and in  addition  to any other  right or remedy
provided  under any Loan Document or by any  applicable  Requirement  of Law, do
each or any of the following:  (a) declare all or any portion of the Commitments
terminated,  whereupon  the  Commitments  shall  immediately  be reduced by such
portion or, in the case of a termination in whole, shall terminate together with
any obligation any Lender may have hereunder to make any Loan and any L/C Issuer
may have hereunder to Issue any Letter of Credit (b) declare immediately due and
payable all or part of any Obligation (including any accrued but unpaid interest
thereon),  whereupon the same shall become immediately due and payable,  without
presentment,  demand,  protest or further  notice or other  requirements  of any
kind,  all of which are hereby  expressly  waived by the Borrower  (and,  to the
extent  provided  in any other Loan  Document,  other Loan  Parties);  provided,
however, that, effective immediately upon the occurrence of any Event of Default
specified  in Section  9.1(e)(ii),  (x) the  Commitments  of each Lender to make
Loans and the  commitment  of each L/C Issuer to Issue  Letters of Credit  shall
each automatically be terminated and (y) each Obligation (including in each case
any accrued all accrued but unpaid interest thereon) shall automatically  become
and be due and payable,  without presentment,  demand, protest or further notice
or other  requirement of any kind, all of which are hereby  expressly  waived by
the Borrower (and, to the extent provided in any other Loan Document,  any other
Loan Party), (c) take the actions described in Section 9.3, and (d) exercise any
other  remedies  which may be available  under the Loan  Documents or applicable
law.

      Section 9.3 Actions in Respect of Letters of Credit.  At any time (i) upon
the  Revolving  Credit   Termination  Date,  (ii)  after  the  Revolving  Credit
Termination  Date when the  aggregate  funds on deposit  in L/C Cash  Collateral
Accounts  shall be less  than 105% of the L/C  Obligations  for all  Letters  of
Credit at such time and (iii) as required by Section  2.12,  the Borrower  shall
pay  to  the  Administrative  Agent  in  immediately   available  funds  at  the
Administrative Agent's office referred to in Section 11.11, for deposit in a L/C
Cash Collateral  Account,  the amount required so that, after such payment,  the
aggregate funds on deposit in the L/C Cash Collateral Accounts equals or exceeds
105% of the L/C  Obligations  for all  Letters  of  Credit  at such time (not to
exceed, in the case of clause (iii) above, the payment to be applied pursuant to
Section 2.12 to provide cash collateral for Letters of Credit).


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                                   ARTICLE X

                                   THE AGENTS

      Section 10.1  Appointment  and Duties.  (a)  Appointment  of Agents.  Each
Lender  and  each  L/C  Issuer  hereby  appoints  Churchill  (together  with any
successor  Administrative  Agent pursuant to Section 10.9) as the Administrative
Agent and Ableco  (together  with any  successor  Collateral  Agent  pursuant to
Section 10.9) as the Collateral Agent hereunder and authorizes the Agents to (i)
execute and deliver the Loan Documents and accept delivery thereof on its behalf
from any Group  Member,  (ii) take such action on its behalf and to exercise all
rights, powers and remedies and perform the duties as are expressly delegated to
the Agents  under such Loan  Documents  and (iii)  exercise  such  powers as are
reasonably incidental thereto.

            (b) Duties as Collateral and Disbursing Agent.  Without limiting the
generality  of clause (a) above,  (i) each of the Agents shall have the sole and
exclusive right and authority (to the exclusion of the Lenders and L/C Issuers),
and are hereby authorized, to (A) file and prove claims and file other documents
necessary or  desirable to allow the claims of the Secured  Parties with respect
to any Obligation in any proceeding described in Section 9.1(e)(ii) or any other
bankruptcy,  insolvency  or  similar  proceeding  (but not to vote,  consent  or
otherwise  act on behalf of such  Secured  Party),  (B)  manage,  supervise  and
otherwise deal with the Collateral (C) take such other action as is necessary or
desirable  to maintain  the  perfection  and  priority  of the Liens  created or
purported  to be created by the Loan  Documents,  (D) except as may be otherwise
specified in any Loan  Document,  exercise all remedies  given to the Agents and
the other Secured Parties with respect to the Collateral, whether under the Loan
Documents,  applicable  Requirements  of Law or  otherwise  and (E)  execute any
amendment,  consent or waiver  under the Loan  Documents on behalf of any Lender
that has  consented in writing to such  amendment,  consent or waiver,  (ii) the
Administrative  Agent shall have the sole and exclusive  right and authority (to
the exclusion of the  Collateral  Agent,  the Lenders and L/C  Issuers),  and is
hereby authorized, to act as the disbursing and collecting agent for the Lenders
and the L/C Issuers  with respect to all  payments  and  collections  arising in
connection  with the Loan Documents  (including in any  proceeding  described in
Section 9.1(e)(ii) or any other bankruptcy,  insolvency or similar  proceeding),
and each Person making any payment in  connection  with any Loan Document to any
Secured Party is hereby  authorized  to make such payment to the  Administrative
Agent,  and (iii) the Collateral  Agent shall have the sole and exclusive  right
and authority (to the exclusion of the Administrative Agent, the Lenders and L/C
Issuers), and is hereby authorized,  to act as collateral agent for each Secured
Party for purposes of the perfection of all Liens created by such agreements and
all other purposes stated  therein;  provided,  however,  that the Agents hereby
appoint,  authorize  and direct each Lender and L/C Issuer to act as  collateral
sub-agent  for the Agents,  the Lenders and the L/C Issuers for  purposes of the
perfection  of all Liens with respect to the  Collateral,  including any deposit
account  maintained by a Loan Party with, and cash and Cash Equivalents held by,
such Lender or L/C Issuer,  and may further authorize and direct the Lenders and
the L/C Issuers to take further actions as collateral sub-agents for purposes of
enforcing such Liens or otherwise to transfer the Collateral  subject thereto to
the Agents,  and each Lender and L/C Issuer  hereby  agrees to take such further
actions to the extent, and only to the extent, so authorized and directed.

            (c) Limited  Duties.  Under the Loan  Documents,  the Agents (i) are
acting  solely on behalf  of the  Lenders  and the L/C  Issuers  (except  to the
limited extent  provided in Section  2.14(b) with respect to the Register and in
Section  10.11),  with  duties  that  are  entirely  administrative  in  nature,
notwithstanding the use of the defined term "Administrative Agent",  "Collateral
Agent",  the terms "agent",  "administrative  agent" and "collateral  agent" and
similar


                                       86


terms in any Loan  Document to refer to either  Agent,  which terms are used for
title  purposes  only,  (ii) are not  assuming  any  obligation  under  any Loan
Document  other  than as  expressly  set  forth  therein  or any role as  agent,
fiduciary or trustee of or for any Lender, L/C Issuer or any other Secured Party
and (iii) shall have no implied functions, responsibilities, duties, obligations
or other  liabilities  under any Loan  Document,  and each Lender and L/C Issuer
hereby waives and agrees not to assert any claim against the Agents based on the
roles,  duties and legal  relationships  expressly  disclaimed  in  clauses  (i)
through (iii) above.

      Section 10.2 Binding  Effect.  Each Lender and each L/C Issuer agrees that
(i) any action taken by either  Agent or the Required  Lenders (or, if expressly
required  hereby,  a greater  proportion of the Lenders) in accordance  with the
provisions  of the Loan  Documents,  (ii) any  action  taken by either  Agent in
reliance upon the instructions of Required Lenders (or, where so required,  such
greater  proportion)  and (iii) the  exercise  by either  Agent or the  Required
Lenders (or, where so required, such greater proportion) of the powers set forth
herein or therein,  together with such other powers as are reasonably incidental
thereto, shall be authorized and binding upon all of the Secured Parties.

      Section 10.3 Use of Discretion.  (a) No Action without  Instructions.  The
Agents shall not be required to exercise any  discretion  or take, or to omit to
take, any action,  including  with respect to enforcement or collection,  except
any action it is required to take or omit to take (i) under any Loan Document or
(ii) pursuant to  instructions  from the Required  Lenders (or, where  expressly
required by the terms of this Agreement, a greater proportion of the Lenders).

            (b) Right Not to Follow Certain Instructions. Notwithstanding clause
(a) above,  the Agents  shall not be required to take,  or to omit to take,  any
action  (i)  unless,   upon  demand,   the  Agents  receive  an  indemnification
satisfactory  to them  from  the  Lenders  (or,  to the  extent  applicable  and
acceptable to the Agents, any other Secured Party) against all Liabilities that,
by reason of such action or omission, may be imposed on, incurred by or asserted
against the Agents or any Related Person thereof or (ii) that is, in the opinion
of the Agents or their  counsel,  contrary to any Loan  Document  or  applicable
Requirement of Law.

      Section 10.4  Delegation  of Rights and Duties.  The Agents may,  upon any
term or condition they specify, delegate or exercise any of their rights, powers
and  remedies  under,  and  delegate or perform any of their duties or any other
action with respect to, any Loan  Document by or through any trustee,  co-agent,
employee,  attorney-in-fact  and any other Person (including any Secured Party).
Any such Person shall benefit from this Article X to the extent  provided by the
Agents.

      Section 10.5 Reliance and Liability. (a) The Agents may, without incurring
any  liability  hereunder,  (i) treat the payee of any Note as its holder  until
such Note has been assigned in accordance with Section 11.2(e), (ii) rely on the
Register  to the extent set forth in Section  2.14,  (iii)  consult  with any of
their Related  Persons and,  whether or not selected by it, any other  advisors,
accountants  and other  experts  (including  advisors  to, and  accountants  and
experts  engaged by, any Loan Party) and (iv) rely and act upon any document and
information  (including those  transmitted by Electronic  Transmission)  and any
telephone  message or conversation,  in each case believed by them to be genuine
and transmitted, signed or otherwise authenticated by the appropriate parties.

            (b) None of the Agents and their Related Persons shall be liable for
any action  taken or  omitted to be taken by any of them under or in  connection
with any Loan  Document,  and each Lender,  L/C Issuer and the  Borrower  hereby
waives and shall not assert (and


                                       87


the Borrower shall cause each other Loan Party to waive and agree not to assert)
any  right,  claim or cause of action  based  thereon,  except to the  extent of
liabilities  resulting primarily from the gross negligence or willful misconduct
of either Agent or, as the case may be, such Related  Person (each as determined
in a final,  non-appealable  judgment by a court of competent  jurisdiction)  in
connection  with the duties  expressly  set forth herein.  Without  limiting the
foregoing, the Agents:

                  (i) shall not be responsible or otherwise  incur liability for
      any action or omission  taken in  reliance  upon the  instructions  of the
      Required  Lenders or for the  actions or  omissions  of any of its Related
      Persons selected with reasonable care (other than employees,  officers and
      directors of either Agent, when acting on behalf of such Agent);

                  (ii) shall not be responsible to any Secured Party for the due
      execution, legality, validity, enforceability, effectiveness, genuineness,
      sufficiency or value of, or the attachment,  perfection or priority of any
      Lien created or purported to be created under or in connection  with,  any
      Loan Document;

                  (iii) make no  warranty  or  representation,  and shall not be
      responsible,   to  any  Secured   Party  for  any   statement,   document,
      information,  representation or warranty made or furnished by or on behalf
      of any  Related  Person  or any  Loan  Party in  connection  with any Loan
      Document or any transaction  contemplated therein or any other document or
      information with respect to any Loan Party,  whether or not transmitted or
      (except for  documents  expressly  required  under any Loan Document to be
      transmitted  to the Lenders)  omitted to be  transmitted  by either Agent,
      including as to completeness,  accuracy, scope or adequacy thereof, or for
      the  scope,  nature or results of any due  diligence  performed  by either
      Agent in connection with the Loan Documents; and

                  (iv) shall not have any duty to  ascertain or to inquire as to
      the  performance  or  observance  of any  provision of any Loan  Document,
      whether  any  condition  set forth in any Loan  Document is  satisfied  or
      waived,  as to the  financial  condition  of any  Loan  Party or as to the
      existence or  continuation  or possible  occurrence or continuation of any
      Default  or Event of  Default  and shall  not be deemed to have  notice or
      knowledge  of such  occurrence  or  continuation  unless it has received a
      notice from the Borrower, any Lender or L/C Issuer describing such Default
      or Event of Default clearly labeled "notice of default" (in which case the
      Agents shall promptly give notice of such receipt to all Lenders);

and,  for each of the items set forth in clauses  (i) through  (iv) above,  each
Lender, L/C Issuer, and the Borrower hereby waives and agrees not to assert (and
the Borrower shall cause each other Loan Party to waive and agree not to assert)
any right,  claim or cause of action it might have  against  either  Agent based
thereon.

      Section 10.6 Each Agent  Individually.  Each Agents and its Affiliates may
make  loans  and  other  extensions  of  credit  to,  acquire  Stock  and  Stock
Equivalents of, engage in any kind of business with, any Loan Party or Affiliate
thereof as though it were not acting as an Agent and may receive  separate  fees
and  other  payments  therefor.  To the  extent  either  Agent  or any of  their
Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have
and may  exercise the same rights and powers  hereunder  and shall be subject to
the same obligations and liabilities as any other Lender and the terms "Lender",
"Revolving Credit Lender",  "Term Loan Lender",  "Required Lender" and "Required
Revolving  Credit  Lender" and any similar terms


                                       88


shall, except where otherwise expressly provided in any Loan Document,  include,
without limitation,  either Agent or such Affiliate,  as the case may be, in its
individual  capacity as Lender,  Revolving Credit Lender, Term Loan Lender or as
one of the Required Lenders or Required Revolving Credit Lenders respectively.

      Section  10.7  Lender  Credit  Decision.  Each  Lender and each L/C Issuer
acknowledges that it shall,  independently and without reliance upon the Agents,
any Lender or L/C Issuer or any of their  Related  Persons or upon any  document
(including the Disclosure Documents) solely or in part because such document was
transmitted  by either Agent or any of their  Related  Persons,  conduct its own
independent  investigation  of the financial  condition and affairs of each Loan
Party and make and continue to make its own credit  decisions in connection with
entering into,  and taking or not taking any action under,  any Loan Document or
with respect to any transaction  contemplated in any Loan Document, in each case
based on such documents and information as it shall deem appropriate. Except for
documents  expressly  required by any Loan Document to be  transmitted by either
Agent to the  Lenders  or L/C  Issuers,  the  Agents  shall not have any duty or
responsibility  to provide  any  Lender or L/C  Issuer  with any credit or other
information concerning the business, prospects,  operations, property, financial
and other  condition or  creditworthiness  of any Loan Party or any Affiliate of
any Loan  Party  that may come in to the  possession  of either  Agent or any of
their Related Persons.

      Section 10.8  Expenses;  Indemnities.  (a) Each Lender agrees to reimburse
the Agents and each of their  Related  Persons (to the extent not  reimbursed by
any Loan  Party)  promptly  upon  demand for such  Lender's  Pro Rata Share with
respect to the Facilities of any costs and expenses (including fees, charges and
disbursements of financial, legal and other advisors and Other Taxes paid in the
name of, or on behalf of, any Loan Party)  that may be incurred by either  Agent
or any of their Related Persons in connection with the preparation, syndication,
execution,   delivery,   administration,   modification,   consent,   waiver  or
enforcement  (whether through  negotiations,  through any work-out,  bankruptcy,
restructuring  or other legal or other  proceeding  or  otherwise)  of, or legal
advice in respect of its rights or responsibilities under, any Loan Document.

            (b) Each Lender  further  agrees to indemnify the Agents and each of
their Related Persons (to the extent not reimbursed by any Loan Party), from and
against such Lender's aggregate Pro Rata Share with respect to the Facilities of
the  Liabilities  (including  taxes,  interests  and  penalties  imposed for not
properly  withholding  or backup  withholding  on payments made to on or for the
account of any Lender) that may be imposed on,  incurred by or asserted  against
either  Agent or any of their  Related  Persons  in any  matter  relating  to or
arising  out of, in  connection  with or as a result of any Loan  Document,  any
Related Document or any other act, event or transaction related, contemplated in
or attendant to any such document, or, in each case, any action taken or omitted
to be  taken by  either  Agent or any of  their  Related  Persons  under or with
respect to any of the  foregoing;  provided,  however,  that no Lender  shall be
liable  to the  Agents  or any of  their  Related  Persons  to the  extent  such
liability has resulted primarily from the gross negligence or willful misconduct
of the Agents or, as the case may be, such Related  Person,  as  determined by a
court of competent jurisdiction in a final non-appealable judgment or order.

      Section  10.9  Resignation  of Agents or L/C  Issuer.  (a) Each  Agent may
resign at any time by delivering  notice of such  resignation to the Lenders and
the  Borrower,  effective  on the date set forth in such  notice or, if not such
date is set forth  therein,  upon the date such notice  shall be  effective.  If
either Agent delivers any such notice, the Required Lenders shall have the right
to appoint a successor Agent. If, within 30 days after the retiring Agent having
given  notice of  resignation,  no  successor


                                       89


Agent  has  been  appointed  by the  Required  Lenders  that has  accepted  such
appointment,  then the retiring  Agent may, on behalf of the Lenders,  appoint a
successor Agent from among the Lenders.  Each appointment  under this clause (a)
shall  be  subject  to the  prior  consent  of the  Borrower,  which  may not be
unreasonably  withheld,  conditioned or delayed but shall not be required during
the continuance of an Event of Default.

            (b) Effective  immediately  upon its  resignation,  (i) the retiring
Agent  shall be  discharged  from its  duties  and  obligations  under  the Loan
Documents,  (ii) the Lenders  shall  assume and perform all of the duties of the
Agent until a successor Agent shall have accepted a valid appointment hereunder,
(iii)  the  retiring  Agent and its  Related  Persons  shall no longer  have the
benefit of any  provision  of any Loan  Document  other than with respect to any
actions taken or omitted to be taken while such  retiring  Agent was, or because
such Agent had been,  validly  acting as Agent under the Loan Documents and (iv)
subject to its rights under  Section  10.3,  the retiring  Agent shall take such
action as may be  reasonably  necessary  to assign  to the  successor  Agent its
rights  as  Agent  under  the Loan  Documents.  Effective  immediately  upon its
acceptance of a valid  appointment as Agent, a successor Agent shall succeed to,
and become vested with,  all the rights,  powers,  privileges  and duties of the
retiring Agent under the Loan Documents.

            (c) Any L/C Issuer may  resign at any time by  delivering  notice of
such  resignation to the Agents,  effective on the date set forth in such notice
or, if no such  date is set forth  therein,  on the date  such  notice  shall be
effective. Upon such resignation,  the L/C Issuer shall remain an L/C Issuer and
shall retain its rights and  obligations in its capacity as such (other than any
obligation to Issue Letters of Credit but including the right to receive fees or
to have Lenders  participate in any L/C Reimbursement  Obligation  thereof) with
respect to Letters of Credit Issued by such L/C Issuer prior to the date of such
resignation  and  shall  otherwise  be  discharged  from all  other  duties  and
obligations under the Loan Documents.

      Section 10.10 Release of  Collateral  or  Guarantors.  Each Lender and L/C
Issuer hereby  consents to the release and hereby  directs the Agents to release
(or, in the case of clause (b)(ii) below, release or subordinate) the following:

            (a)  any  Subsidiary  of  the  Borrower  from  its  guaranty  of any
Obligation of any Loan Party if all of the Securities of such  Subsidiary  owned
by any  Group  Member  are Sold in a Sale  permitted  under  the Loan  Documents
(including  pursuant to a waiver or consent),  to the extent that,  after giving
effect to such Sale,  such  Subsidiary  would not be required  to  guaranty  any
Obligations pursuant to Section 7.10; and

            (b) any Lien held by the  Collateral  Agent for the  benefit  of the
Secured  Parties  against (i) any  Collateral  that is Sold by a Loan Party in a
Sale  permitted by the Loan Documents  (including  pursuant to a valid waiver or
consent),  to the extent  all Liens  required  to be granted in such  Collateral
pursuant to Section  7.10 after  giving  effect to such Sale have been  granted,
(ii) any property subject to a Lien permitted hereunder in reliance upon Section
8.2(d) or (e) and (iii) all of the  Collateral  and all Loan  Parties,  upon (A)
termination  of the  Commitments,  (B) payment and  satisfaction  in full of all
Loans, all L/C Reimbursement  Obligations and all other Obligations  (other than
contingent  indemnification  Obligations as to which no claim has been asserted)
that the Agents  have been  notified  in writing are then due and payable by the
holder of such  obligation,  (C) deposit of cash  collateral with respect to all
contingent Obligations (or, in the case of any L/C Obligation,  a back-up letter
of credit has been  issued),  in amounts  and on terms and  conditions  and with
parties  satisfactory  to the  Agents  and  each  Indemnitee  that is owed  such
Obligations  and (D) to the  extent  requested  by the  Agents,  receipt  by the
Secured  Parties of  liability  releases  from the Loan Parties each in form and
substance acceptable to the Agents.


                                       90


Each Lender and L/C Issuer  hereby  directs the  Agents,  and the Agents  hereby
agree, upon receipt of reasonable  advance notice from the Borrower,  to execute
and  deliver or file such  documents  and to perform  other  actions  reasonably
necessary  to release  the  guaranties  and Liens when and as  directed  in this
Section 10.10.

      Section 10.11 Additional Secured Parties. The benefit of the provisions of
the Loan  Documents  directly  relating to the  Collateral  or any Lien  granted
thereunder  shall extend to and be available to any Secured  Party that is not a
Lender or L/C Issuer as long as, by accepting such benefits,  such Secured Party
agrees,  as among the Agents and all other  Secured  Parties,  that such Secured
Party is bound by (and, if requested by the Agents, shall confirm such agreement
in a writing in form and  substance  acceptable  to the Agents)  this Article X,
Section 11.8 (Right of Setoff),  Section 11.9  (Sharing of Payments) and Section
11.20  (Confidentiality)  and the  decisions  and  actions of the Agents and the
Required Lenders (or, where expressly required by the terms of this Agreement, a
greater  proportion  of the  Lenders)  to the same  extent a  Lender  is  bound;
provided,  however, that,  notwithstanding the foregoing, (a) such Secured Party
shall be bound by  Section  10.8 only to the  extent of  Liabilities,  costs and
expenses with respect to or otherwise  relating to the  Collateral  held for the
benefit of such Secured  Party,  in which case the  obligations  of such Secured
Party  thereunder  shall not be  limited  by any  concept  of Pro Rata  Share or
similar  concept,  (b)  except as set  forth  specifically  herein,  each of the
Agents,  the Lenders  and the L/C  Issuers  shall be entitled to act at its sole
discretion,  without regard to the interest of such Secured Party, regardless of
whether any Obligation to such Secured Party thereafter remains outstanding,  is
deprived of the benefit of the  Collateral,  becomes  unsecured  or is otherwise
affected or put in jeopardy  thereby,  and without any duty or liability to such
Secured Party or any such  Obligation  and (c) except as set forth  specifically
herein,  such Secured Party shall not have any right to be notified of,  consent
to, direct,  require or be heard with respect to, any action taken or omitted in
respect of the Collateral or under any Loan Document.

      Section  10.12  Titles.  Notwithstanding  anything else to the contrary in
this  Agreement  or any other Loan  Document,  no party hereto  designated  as a
documentation agent, a syndication agent, an arranger or a bookrunner shall have
any duties or  responsibilities  under this Agreement or any other Loan Document
nor any fiduciary duty to any Lender, L/C Issuer or any other Secured Party, and
no  implied  covenants,  functions,  responsibilities,  duties,  obligations  or
liabilities  shall be read into this  Agreement or otherwise  exist  against any
such documentation  agent,  syndication agent,  arranger or bookrunner,  in such
capacity.


                                   ARTICLE XI

                                  MISCELLANEOUS

      Section 11.1 Amendments,  Waivers,  Etc. (a) No amendment or waiver of any
provision  of any  Loan  Document  (other  than  the  Fee  Letter,  the  Control
Agreements, the L/C Reimbursement Agreements and the Secured Hedging Agreements)
and no consent to any departure by any Loan Party  therefrom  shall be effective
unless the same shall be in writing and signed (1) in the case of an  amendment,
consent or waiver to cure any ambiguity,  omission,  defect or  inconsistency or
granting a new Lien for the  benefit of the  Secured  Parties  or  extending  an
existing Lien over additional property,  by the Agents and the Borrower,  (2) in
the case of any other  waiver or  consent,  by the  Required  Lenders (or by the
Agents  with the  consent of the  Required  Lenders)  and (3) in the case of any
other  amendment,  by the Required Lenders (or by the Agents with the consent of
the Required Lenders), the Agents and the Borrower;  provided,  however, that no
amendment,  consent or waiver described in clause (2) or (3) above shall, unless
in writing and signed by each Lender directly affected thereby (or by the Agents
with the consent


                                       91


of such Lender),  in addition to any other Person the signature
of which is  otherwise  required  pursuant to any Loan  Document,  do any of the
following:

                  (i) waive any condition  specified in Section 3.1,  except any
      condition referring to any other provision of any Loan Document;

                  (ii)  increase the  Commitment  of such Lender or subject such
      Lender to any additional obligation;

                  (iii)  reduce   (including   through   release,   forgiveness,
      assignment  or otherwise)  (A) the principal  amount of, the interest rate
      on, or any  obligation of the Borrower to repay (whether or not on a fixed
      date), any outstanding  Loan owing to such Lender,  (B) any fee or accrued
      interest  payable  to such  Lender or (C) if such  Lender  is a  Revolving
      Credit Lender,  any L/C Reimbursement  Obligation or any obligation of the
      Borrower to repay  (whether or not on a fixed date) any L/C  Reimbursement
      Obligation;  provided,  however,  that this clause (iii) does not apply to
      (x) any change to any provision increasing any interest rate or fee during
      the  continuance  of an Event of  Default  or to any  payment  of any such
      increase or (y) any  modification  to any financial  covenant set forth in
      Article V or in any  definition  set forth  therein  or  principally  used
      therein;

                  (iv) waive or postpone any  scheduled  maturity  date or other
      scheduled date fixed for the payment, in whole or in part, of principal of
      or interest  on any Loan or fee owing to such Lender or for the  reduction
      of such Lender's Commitment; provided, however, that this clause (iv) does
      not apply to any change to mandatory prepayments, including those required
      under Section 2.8, or to the application of any payment,  including as set
      forth in Section 2.12 (b)

                  (v)  except as  provided  in  Section  10.10,  release  all or
      substantially  all of the Collateral or any Guarantor from its guaranty of
      any Obligation of the Borrower;

                  (vi) reduce or increase the proportion of Lenders required for
      the Lenders (or any subset thereof) to take any action hereunder or change
      the definition of the terms "Required Lenders", "Required Revolving Credit
      Lenders" "Pro Rata Share" or "Pro Rata Outstandings"; or

                  (vii)  amend   Section   10.10   (Release  of   Collateral  or
      Guarantor), Section 11.9 (Sharing of Payments) or this Section 11.1;

and provided, further, that (x) no amendment, waiver or consent shall affect the
rights or duties  under any Loan  Document of, or any payment to, the Agents (or
otherwise  modify any provision of Article X or the  application  thereof),  the
Swingline  Lender,  any L/C  Issuer or any SPV that has been  granted  an option
pursuant to Section  11.2(f)  unless in writing  and signed by the  Agents,  the
Swingline  Lender,  such L/C Issuer or, as the case may be, such SPV in addition
to any signature  otherwise  required and (y) the consent of the Borrower  shall
not be required to change any order of priority set forth in Section 2.12(c). No
amendment,  modification  or  waiver  of this  Agreement  or any  Loan  Document
altering the ratable  treatment of  Obligations  arising under  Secured  Hedging
Agreement  resulting  in such  Obligations  being  junior in right of payment to
principal of the Loans or resulting in Obligations  owing to any Secured Hedging
Counterparty  being  unsecured  (other than releases of Liens in accordance with
the terms  hereof),  in each case in a manner  adverse  to any  Secured  Hedging
Counterparty,  shall be  effective  without the written


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consent  of such  Secured  Hedging  Counterparty  or,  in the case of a  Secured
Hedging Agreement provided or arranged by the Agents or a Lender or an Affiliate
of the Agents or a Lender, the Agents or such Lender.

            (b)  Each  waiver  or  consent  under  any  Loan  Document  shall be
effective only in the specific  instance and for the specific  purpose for which
it was given.  No notice to or demand on any Loan Party  shall  entitle any Loan
Party to any notice or demand in the same,  similar or other  circumstances.  No
failure  on the  part  of any  Secured  Party  to  exercise,  and  no  delay  in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any
single or  partial  exercise  of any such  right  preclude  any other or further
exercise thereof or the exercise of any other right.

      Section 11.2 Assignments and  Participations;  Binding Effect. (a) Binding
Effect.  This Agreement shall become  effective when it shall have been executed
by Borrower and the Agents and when the Agents shall have been  notified by each
Lender  and  L/C  Issuer  that  such  Lender  or L/C  Issuer  has  executed  it.
Thereafter,  it shall be binding  upon and inure to the  benefit of, but only to
the benefit of,  Borrower (in each case except for Article X), the Agents,  each
Lender and L/C Issuer and, to the extent  provided in Section 10.11,  each other
Indemnitee and Secured Party and, in each case, their respective  successors and
permitted assigns.  Except as expressly provided in any Loan Document (including
in Section 10.9), none of Borrower,  any L/C Issuer or the Agents shall have the
right to assign any rights or obligations hereunder or any interest herein.

            (b) Right to Assign.  Each Lender may sell,  transfer,  negotiate or
assign all or a portion of its rights and obligations  hereunder  (including all
or a portion of its Commitments  and its rights and obligations  with respect to
Loans and Letters of Credit) to (i) any existing  Lender,  (ii) any Affiliate or
Approved Fund of any existing Lender or (iii) any other Person acceptable to the
Agents and, as long as no Event of Default is  continuing,  the  Borrower  (such
consent to be unreasonably withheld, conditioned or delayed); provided, however,
that (w) such Sales do not have to be ratable between the Facilities but must be
ratable among the obligations owing to and owed by such Lender with respect to a
Facility,  (x) for each Facility,  the aggregate  outstanding  principal  amount
(determined as of the effective date of the applicable Assignment) of the Loans,
Commitments and L/C  Obligations  subject to any such Sale shall be in a minimum
amount  of  $1,000,000,  unless  such Sale is made to an  existing  Lender or an
Affiliate  or  Approved  Fund  of any  existing  Lender,  is of  the  assignor's
(together  with its  Affiliates  and  Approved  Funds)  entire  interest in such
Facility or is made with the prior  consent of the Borrower and the Agents,  and
(y) so long as no Event of  Default is  continuing,  no such Sale may be made to
Persons  identified on Schedule 11.2 or their Control  Investment  Affiliates so
long as any such Persons are, in the good faith  determination  of the Borrower,
investors in the Borrower's competitors.

            (c)  Procedure.  The parties to each Sale made in reliance on clause
(b) above (other than those  described  in the last  sentence of this clause (c)
and in clauses  (e) or (f) below)  shall  execute  and  deliver to the Agents an
Assignment evidencing such Sale, together with any existing Note subject to such
Sale (or any affidavit of loss therefor acceptable to the Agents), any tax forms
required  to  be  delivered  pursuant  to  Section  2.17(f)  and  payment  of an
assignment fee in the amount of $3,500,  provided that (1) if a Sale by a Lender
is made to a Lender,  or an  Affiliate  or an  Approved  Fund of such  assigning
Lender,  then no assignment  fee shall be due in connection  with such Sale, and
(2) if a Sale by a Lender is made to an  assignee  that is not a  Lender,  or an
Affiliate or Approved Fund of such assignor  Lender,  and concurrently to one or
more Affiliates or Approved Funds of such assignee, then only one assignment fee
of $3,500


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shall be due in connection  with such Sale.  Upon receipt of all the  foregoing,
and conditioned  upon such receipt and, if such assignment is made in accordance
with Section  11.2(b)(iii),  upon the Agents (and the Borrower,  if  applicable)
consenting to such  Assignment,  from and after the effective  date specified in
such Assignment,  the Administrative  Agent shall record or cause to be recorded
in the Register the information  contained in such  Assignment.  Notwithstanding
anything to the contrary contained in this Section 11.2, a Lender may assign any
or all of its rights under the Loan  Documents to an Affiliate of such Lender or
an Approved Fund of such Lender without  delivering an Assignment and Acceptance
to the Agents or to any other Person (a "Related Party  Assignment");  provided,
however, that (1) the Borrower and the Administrative Agent may continue to deal
solely and directly  with such  assigning  Lender until an  Assignment  has been
delivered to the Administrative  Agent for recordation on the Register,  (2) the
Collateral  Agent may continue to deal solely and directly  with such  assigning
Lender until  receipt by the  Collateral  Agent of a copy of the fully  executed
Assignment, (3) the failure of such assigning Lender to deliver an Assignment to
the Agents shall not affect the legality,  validity,  or binding  effect of such
assignment,  and (4) an Assignment and Acceptance  between the assigning  Lender
and an  Affiliate  of such  Lender or a  Related  Fund of such  Lender  shall be
effective  as of the  date  specified  in such  Assignment  and  Acceptance  and
recordation  on the Related Party  Register  referred to in the last sentence of
Section 2.14(b).

            (d) Effectiveness.  Subject to the recording of an Assignment by the
Administrative  Agent in the  Register  pursuant  to  Section  2.14(b),  (i) the
assignee  thereunder  shall become a party hereto and, to the extent that rights
and  obligations  under the Loan  Documents  have been assigned to such assignee
pursuant to such Assignment,  shall have the rights and obligations of a Lender,
(ii) any  applicable  Note shall be  transferred  to such assignee  through such
entry and (iii) the  assignor  thereunder  shall,  to the extent that rights and
obligations  under this  Agreement  have been  assigned  by it  pursuant to such
Assignment, relinquish its rights (except for those surviving the termination of
the Commitments and the payment in full of the Obligations) and be released from
its obligations under the Loan Documents, other than those relating to events or
circumstances  occurring  prior  to  such  assignment  (and,  in the  case of an
Assignment covering all or the remaining portion of an assigning Lender's rights
and obligations under the Loan Documents,  such Lender shall cease to be a party
hereto except that each Lender agrees to remain bound by Article X, Section 11.8
(Right of Setoff) and Section 11.9 (Sharing of Payments) to the extent  provided
in Section 10.11 (Additional Secured Parties)).

            (e) Grant of Security  Interests.  In  addition to the other  rights
provided in this Section 11.2, each Lender may grant a security  interest in, or
otherwise assign as collateral, any of its rights under this Agreement,  whether
now owned or hereafter  acquired  (including  rights to payments of principal or
interest on the Loans),  to (A) any federal reserve bank (pursuant to Regulation
A of the Federal Reserve Board),  without notice to the Agents or (B) any holder
of, or trustee for the benefit of the holders of, such  Lender's  Securities  by
notice to the Agents; provided, however, that no such holder or trustee, whether
because of such grant or  assignment  or any  foreclosure  thereon  (unless such
foreclosure is made through an assignment in accordance  with clause (b) above),
shall be  entitled  to any rights of such  Lender  hereunder  and no such Lender
shall be relieved of any of its obligations hereunder.

            (f)  Participants and SPVs. In addition to the other rights provided
in this Section 11.2,  each Lender may, (x) with notice to the Agents,  grant to
an SPV the  option to make all or any part of any Loan that  such  Lender  would
otherwise be required to make hereunder (and the exercise of such option by such
SPV and the making of Loans  pursuant  thereto shall  satisfy the  obligation of
such Lender to make such Loans hereunder) and such SPV may assign to such Lender
the right to receive  payment  with  respect to any  Obligation  and (y) without
notice to or


                                       94


consent  from the Agents or the  Borrower,  sell  participations  to one or more
Persons in or to all or a portion of its rights and  obligations  under the Loan
Documents  (including  all its rights and  obligations  with respect to the Term
Loans, Revolving Loans and Letters of Credit); provided,  however, that, whether
as a result of any term of any Loan Document or of such grant or  participation,
(i) no such SPV or  participant  shall have a  commitment,  or be deemed to have
made an offer to commit, to make Loans hereunder, and, except as provided in the
applicable  option  agreement,  none shall be liable for any  obligation of such
Lender hereunder, (ii) such Lender's rights and obligations,  and the rights and
obligations  of the Loan  Parties and the Secured  Parties  towards such Lender,
under any Loan Document shall remain unchanged and each other party hereto shall
continue to deal solely with such  Lender,  which shall remain the holder of the
Obligations in the Register, except that (A) each such participant and SPV shall
be entitled to the benefit of Sections 2.16 (Breakage  Costs;  Increased  Costs;
Capital  Requirements) and 2.17 (Taxes), but only to the extent such participant
or SPV  delivers  the tax forms such Lender is  required to deliver  pursuant to
Section  2.17(f) and (B) each such SPV may  receive  other  payments  that would
otherwise be made to such Lender with respect to Loans funded by such SPV to the
extent  provided in the  applicable  option  agreement and set forth in a notice
provided to the Agents by such SPV and such Lender,  provided,  however, that in
no  case  (including  pursuant  to  clause  (A) or (B)  above)  shall  an SPV or
participant have the right to enforce any of the terms of any Loan Document, and
(iii) the  consent  of such SPV or  participant  shall not be  required  (either
directly,  as a  restraint  on such  Lender's  ability to consent  hereunder  or
otherwise)  for any  amendments,  waivers or consents  with  respect to any Loan
Document  or to exercise or refrain  from  exercising  any powers or rights such
Lender may have under or in respect of the Loan  Documents  (including the right
to enforce or direct enforcement of the Obligations), except for those described
in clauses (iii) and (iv) of Section  11.1(a) with respect to amounts,  or dates
fixed for payment of amounts,  to which such  participant or SPV would otherwise
be entitled  and, in the case of  participants,  except for those  described  in
Section 11.1(a)(v) (or amendments,  consents and waivers with respect to Section
10.10 to release all or substantially  all of the  Collateral).  No party hereto
shall  institute  (and the  Borrower  shall  cause  each other Loan Party not to
institute)  against any SPV grantee of an option pursuant to this clause (f) any
bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior
to the date  that is one  year  and one day  after  the  payment  in full of all
outstanding  commercial paper of such SPV; provided,  however,  that each Lender
having designated an SPV as such agrees to indemnify each Indemnitee against any
Liability  that may be incurred by, or asserted  against,  such  Indemnitee as a
result of failing  to  institute  such  proceeding  (including  a failure to get
reimbursed by such SPV for any such  Liability).  The agreement in the preceding
sentence  shall survive the  termination of the  Commitments  and the payment in
full of the Obligations.

      Section 11.3 Costs and Expenses.  Any action taken by any Loan Party under
or with respect to any Loan  Document,  even if required under any Loan Document
or at the reasonable  request of any Secured  Party,  shall be at the expense of
such Loan Party,  and no Secured Party shall be required under any Loan Document
to  reimburse  any Loan  Party or Group  Member  therefor  except  as  expressly
provided  therein.  In addition,  the Borrower  agrees to pay or reimburse  upon
demand  (a) the  Agents  for all  reasonable  out-of-pocket  costs and  expenses
incurred  by them  or any of  their  Related  Persons  in  connection  with  the
investigation,  development,  preparation,  negotiation, syndication, execution,
interpretation  or  administration  of,  any  modification  of  any  term  of or
termination of, any Loan Document,  any commitment or proposal letter  therefor,
any other  document  prepared in connection  therewith or the  consummation  and
administration  of any  transaction  contemplated  therein  (including  periodic
audits in connection  therewith and environmental  audits and  assessments),  in
each case including the reasonable fees,  charges and disbursements of one legal
counsel  (including  local and special  counsel) to the Agents and such  Related
Persons (and, in respect of the negotiation of this


                                       95


Agreement  and the other  Loan  Documents,  the  reasonable  fees,  charges  and
disbursements  of one additional  legal counsel to the Collateral Agent incurred
on or prior to the date hereof in an  aggregate  amount not to exceed such limit
as is separately agreed between the Collateral Agent and the Borrower) and fees,
charges and  disbursements  of the auditors,  appraisers,  printers and other of
their  Related  Persons  retained by or on behalf of any of them or any of their
Related Persons,  (b) the Agents for all reasonable costs and expenses  incurred
by them or any of their  Related  Persons  in  connection  with  internal  audit
reviews,  field  examinations  and  Collateral   examinations  (which  shall  be
reimbursed,  in  addition  to the  out-of-pocket  costs  and  expenses  of  such
examiners,  at the per diem rate per individual  charged by the Agents for their
examiners) and (c) each of the Agents,  their Related  Persons,  and each Lender
and L/C Issuer for all costs and expenses  incurred in  connection  with (i) any
refinancing or restructuring of the credit  arrangements  provided  hereunder in
the nature of a "work-out",  (ii) any amendment,  modification or administration
of any Loan Document while an Event of Default exists,  (iii) the enforcement or
preservation  of any right or remedy under any Loan  Document,  any  Obligation,
with respect to the  Collateral or any other related right or remedy or (iv) the
commencement,  defense,  conduct of, intervention in, or the taking of any other
action with respect to, any  proceeding  (including any bankruptcy or insolvency
proceeding)  related to any Group Member,  Loan Document,  Obligation or Related
Transaction  (or the response to and preparation for any subpoena or request for
document  production  relating  thereto),  including fees and  disbursements  of
counsel (including allocated costs of internal counsel).

      Section 11.4  Indemnities.  (a) The  Borrower  agrees to  indemnify,  hold
harmless  and defend each Agent,  each  Lender,  each L/C Issuer,  each  Secured
Hedging  Counterparty,  each Person that each L/C Issuer causes to Issue Letters
of Credit  hereunder  and each of their  respective  Related  Persons (each such
Person  being an  "Indemnitee")  from and  against  all  Liabilities  (including
brokerage  commissions,  fees and other  compensation)  that may be imposed  on,
incurred by or asserted against any such Indemnitee in any matter relating to or
arising out of, in connection with or as a result of (i) any Loan Document,  any
Related  Document,  any  Disclosure  Document,  any Obligation (or the repayment
thereof),  any Letter of Credit,  the use or intended use of the proceeds of any
Loan or the  use of any  Letter  of  Credit,  any  Related  Transaction,  or any
securities filing of, or with respect to, any Group Member,  (ii) any commitment
letter,  proposal  letter  or term  sheet  with any  Person  or any  Contractual
Obligation,  arrangement or understanding with any broker, finder or consultant,
in each case entered  into by or on behalf of any Group Member or any  Affiliate
of any of them in  connection  with  any of the  foregoing  and any  Contractual
Obligation  entered into in connection  with any  E-Systems or other  Electronic
Transmissions,  (iii) any actual or  prospective  investigation,  litigation  or
other  proceeding,  whether or not brought by any such  Indemnitee or any of its
Related  Persons,   any  holders  of  Securities  or  creditors  (and  including
attorneys'  fees in any  case),  whether  or not any  such  Indemnitee,  Related
Person,  holder or creditor is a party thereto,  and whether or not based on any
securities or commercial  law or regulation or any other  Requirement  of Law or
theory thereof,  including common law, equity,  contract,  tort or otherwise, or
(iv) any other act, event or transaction  related,  contemplated in or attendant
to any of the foregoing  (collectively,  the "Indemnified  Matters");  provided,
however,  that the Borrower shall not have any liability under this Section 11.4
to any  Indemnitee  with respect to any  Indemnified  Matter,  and no Indemnitee
shall have any liability with respect to any  Indemnified  Matter other than (to
the extent  otherwise  liable),  to the extent such  liability  (i) has resulted
primarily from the gross negligence or willful  misconduct of such Indemnitee as
determined  by a court  of  competent  jurisdiction  in a  final  non-appealable
judgment  or order or (ii)  relates  to  taxes,  for  which  indemnification  is
provided (or not provided) in Section 2.17. Furthermore, the Borrower waives and
agrees not to assert  against  any  Indemnitee,  and shall cause each other Loan
Party to waive and not assert against any Indemnitee,  any right of contribution
with respect to any Liabilities  that may be imposed on,


                                       96


incurred by or asserted against any Related Person. The foregoing provisions for
indemnification  are not intended to include those costs and expenses  described
in Section 11.03, the reimbursement of which is controlled by such Section.

            (b) Without limiting the foregoing,  "Indemnified  Matters" includes
all  Environmental  Liabilities,  including  those  arising  from,  or otherwise
involving,  any  property  of any  Related  Person  or any  actual,  alleged  or
prospective damage to property or natural resources or harm or injury alleged to
have  resulted  from any Release of  Hazardous  Materials  on, upon or into such
property  or natural  resource  or any  property  on or  contiguous  to any real
property  of any  Related  Person,  whether  or not,  with  respect  to any such
Environmental  Liabilities,  any  Indemnitee  is a  mortgagee  pursuant  to  any
leasehold mortgage, a mortgagee in possession,  the successor-in-interest to any
Related  Person or the owner,  lessee or operator of any property of any Related
Person through any foreclosure action,  except, in the case above, to the extent
such  Environmental  Liabilities  (i) arise solely from events  occurring in the
first instance on or after the date of foreclosure, which are not related to and
do not arise from circumstances existing prior to foreclosure,  and (ii) (A) are
incurred  solely  following  foreclosure  by any Secured  Party or following any
Secured Party having become the  successor-in-interest  to any Loan Party or (B)
are attributable  solely to acts of such Indemnitee and have resulted  primarily
from the gross negligence or willful misconduct of such Indemnitee as determined
by a court of  competent  jurisdiction  in a final  non-appealable  judgment  or
order.

      Section 11.5 Survival. Any indemnification or other protection provided to
any Indemnitee pursuant to any Loan Document (including pursuant to Section 2.17
(Taxes),  Section 2.16 (Breakage Costs;  Increased Costs; Capital Requirements),
Article  X (The  Agents),  Section  11.3  (Costs  and  Expenses),  Section  11.4
(Indemnities) or this Section 11.5) and all  representations and warranties made
in any Loan Document shall (A) survive the  termination of the  Commitments  and
the  payment in full of other  Obligations  and (B) inure to the  benefit of any
Person that at any time held a right  thereunder (as an Indemnitee or otherwise)
and,  thereafter,  its successors and permitted assigns (to the extent permitted
hereunder).

      Section 11.6  Limitation  of Liability  for Certain  Damages.  In no event
shall any  Indemnitee  be liable on any  theory of  liability  for any  special,
indirect,  consequential  or punitive  damages  (including  any loss of profits,
business or  anticipated  savings).  The Borrower  hereby  waives,  releases and
agrees (and shall  cause each other Loan Party to waive,  release and agree) not
to sue upon any such claim for any special, indirect,  consequential or punitive
damages,  whether or not accrued and whether or not known or  suspected to exist
in its favor.

      Section 11.7  Lender-Creditor  Relationship.  The relationship between the
Lenders,  the L/C Issuers and the Agents, on the one hand, and the Loan Parties,
on the other hand, is solely that of lender and  creditor.  No Secured Party has
any  fiduciary  relationship  or duty to any  Loan  Party  arising  out of or in
connection with, and there is no agency,  tenancy or joint venture  relationship
between the Secured Parties and the Loan Parties by virtue of, any Loan Document
or any transaction contemplated therein.

      Section 11.8 Right of Setoff.  Each of the Agents,  each Lender,  each L/C
Issuer and each Affiliate  (including each branch office thereof) of any of them
is hereby  authorized,  without notice or demand (each of which is hereby waived
to the extent permitted by Requirement of Law by the Borrower),  at any time and
from time to time  during the  continuance  of any Event of  Default  and to the
fullest extent permitted by applicable Requirements of Law, to set off and apply
any and all deposits (whether general or special, time or demand, provisional or
final) at any time held and other  Indebtedness,  claims or other obligations at
any time  owing by the


                                       97


Agents, such Lender, such L/C Issuer or any of their respective Affiliates to or
for the credit or the account of Borrower or the Borrower against any Obligation
of any Loan Party now or hereafter existing,  whether or not any demand was made
under any Loan  Document  with respect to such  Obligation  and even though such
Obligation may be unmatured. Each of the Agents, each Lender and each L/C Issuer
agrees  promptly to notify the Borrower and the Agents after any such setoff and
application made by such Lender or its Affiliates;  provided,  however, that the
failure to give such  notice  shall not affect the  validity  of such setoff and
application.  The rights  under this  Section  11.8 are in addition to any other
rights and remedies  (including  other  rights of setoff)  that the Agents,  the
Lenders and the L/C Issuers and their  Affiliates and other Secured  Parties may
have.

      Section 11.9 Sharing of Payments,  Etc. If any Lender, directly or through
an Affiliate or branch office thereof,  obtains any payment of any Obligation of
any Loan Party  (whether  voluntary,  involuntary or through the exercise of any
right of setoff or the receipt of any Collateral or "proceeds" (as defined under
the  applicable  UCC) of  Collateral)  other  than  pursuant  to  Sections  2.16
(Breakage Costs; Increased Costs; Capital  Requirements),  2.17 (Taxes) and 2.18
(Substitution  of Lenders) and such payment exceeds the amount such Lender would
have been entitled to receive if all payments had gone to, and been  distributed
by, the  Administrative  Agent in  accordance  with the  provisions  of the Loan
Documents,  such Lender shall purchase for cash from other Secured  Parties such
participations  in their  Obligations as necessary for such Lender to share such
excess  payment with such  Secured  Parties to ensure such payment is applied as
though  it had  been  received  by  the  Administrative  Agent  and  applied  in
accordance  with this  Agreement (or, if such  application  would then be at the
discretion  of the  Borrower,  applied to repay the  Obligations  in  accordance
herewith); provided, however, that (a) if such payment is rescinded or otherwise
recovered  from such  Lender or L/C  Issuer in whole or in part,  such  purchase
shall be rescinded  and the purchase  price  therefor  shall be returned to such
Lender or L/C Issuer without  interest and (b) such Lender shall, to the fullest
extent permitted by applicable  Requirements of Law, be able to exercise all its
rights  of  payment  (including  the  right  of  setoff)  with  respect  to such
participation  as  fully  as if such  Lender  were the  direct  creditor  of the
Borrower in the amount of such participation.

      Section 11.10  Marshaling;  Payments Set Aside.  No Secured Party shall be
under any  obligation  to marshal any property in favor of any Loan Party or any
other party or against or in payment of any  Obligation.  To the extent that any
Secured  Party  receives a payment from the  Borrower,  from the proceeds of the
Collateral, from the exercise of its rights of setoff, any enforcement action or
otherwise,  and such payment is subsequently,  in whole or in part, invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to
a trustee, receiver or any other party, then to the extent of such recovery, the
obligation or part thereof originally  intended to be satisfied,  and all Liens,
rights and remedies  therefor,  shall be revived and continued in full force and
effect as if such payment had not occurred.

      Section 11.11 Notices.  (a)  Addresses.  All notices,  demands,  requests,
directions and other communications  required or expressly authorized to be made
by this  Agreement  shall,  whether or not specified to be in writing but unless
otherwise  expressly  specified  to be given  by any  other  means,  be given in
writing and (i) addressed to (A) if to the Borrower, as provided for on Schedule
II, (B) if to the  Administrative  Agent or the Swingline  Lender,  to Churchill
Financial LLC, 400 Park Avenue, Suite 1510, New York NY 10022, Attention:  Carey
Davidson,  Account  Manager,  Tel:  212-763-4640,  with copy to Paul,  Hastings,
Janofsky & Walker LLP, 75 East 55th Street, New York, New York 10022, Attention:
Mario J. Ippolito,  Tel: (212)  318-6000,  Fax:  (212)  319-4090,  (C) if to the
Collateral  Agent,  to Ableco Finance LLC, c/o Cerberus  Capital  Management 299
Park Avenue,  New York NY 10171 Attention:  Keith Read,  Account  Manager,


                                       98


Tel:  (212)  891-2100,  with copy to Schulte Roth & Zabel LLP, 919 Third Avenue,
New York, New York 10022,  Attention:  Eliot Relles,  Tel: (212) 756-2000,  Fax:
(212)593-5955,  and (D)  otherwise  to the party to be  notified  at its address
specified  opposite  its name on  Schedule  II or on the  signature  page of any
applicable  Assignment,  (ii) posted to Intralinks(R) (to the extent such system
is available  and set up by or at the  direction of the Agents prior to posting)
in an appropriate location by uploading such notice, demand, request,  direction
or other communication to www.intralinks.com, (iii) posted to any other E-System
set up by or at the direction of the Agents in an  appropriate  location or (iv)
addressed to such other  address as shall be notified in writing (A) in the case
of the  Borrower,  the Agents and the  Swingline  Lender,  to the other  parties
hereto and (B) in the case of all other parties, to the Borrower and the Agents.
Transmission by electronic mail (including facsimile, even if transmitted to the
fax numbers set forth in clause (i) above) shall not be  sufficient or effective
to transmit any such notice under this clause (a) unless such transmission is an
available means to post to any E-System.

            (b) Effectiveness.  All communications described in clause (a) above
and all  other  notices,  demands,  requests  and other  communications  made in
connection  with this  Agreement  shall be effective  and be deemed to have been
received (i) if delivered by hand, upon personal delivery,  (ii) if delivered by
overnight  courier  service,  one  Business  Day after  delivery to such courier
service,  (iii) if  delivered  by mail,  when  deposited  in the mails,  (iv) if
delivered  by  facsimile  (other than to post to an E-System  pursuant to clause
(a)(ii) or (a)(iii)  above),  upon sender's  receipt of  confirmation  of proper
transmission,  and (v) if delivered by posting to any  E-System  (including  any
facsimile so posted), on the later of the date of such posting in an appropriate
location  and the date access to such  posting  (and  notice of such  access) is
given to the  recipient  thereof  in  accordance  with the  standard  procedures
applicable to such E-System;  provided,  however,  that no communications to the
Agents  pursuant to Article II or Article X shall be effective until received by
the Agents.

      Section 11.12 Electronic Transmissions. (a) Authorization.  Subject to the
provisions of Section 11.11(a),  each of the Agents, the Borrower,  the Lenders,
the L/C  Issuers  and each of  their  Related  Persons  is  authorized  (but not
required)  to  transmit,  post or  otherwise  make or  communicate,  in its sole
discretion,  Electronic  Transmissions  in connection with any Loan Document and
the  transactions  contemplated  therein.  Each of the Borrower and each Secured
Party hereby  acknowledges  and agrees,  and the Borrower shall cause each other
Group Member to acknowledge and agree, that the use of Electronic  Transmissions
is not  necessarily  secure and that there are risks  associated  with such use,
including  risks of  interception,  disclosure  and abuse and each  indicates it
assumes  and  accepts  such  risks by hereby  authorizing  the  transmission  of
Electronic Transmissions.

            (b)  Signatures.  Subject to the  provisions  of  Section  11.11(a),
(i)(A) no posting to any E-System shall be denied legal effect merely because it
is made electronically, (B) each E-Signature on any such posting shall be deemed
sufficient  to  satisfy  any  requirement  for a  "signature"  and (C) each such
posting shall be deemed  sufficient to satisfy any  requirement for a "writing",
in each case including pursuant to any Loan Document,  any applicable  provision
of any UCC, the federal  Uniform  Electronic  Transactions  Act, the  Electronic
Signatures in Global and National Commerce Act and any substantive or procedural
Requirement of Law governing such subject matter, (ii) each such posting that is
not  readily  capable of  bearing  either a  signature  or a  reproduction  of a
signature  may be  signed,  and  shall be deemed  signed,  by  attaching  to, or
logically associating with such posting, an E-Signature, upon which each Secured
Party and Loan Party may rely and assume the  authenticity  thereof,  (iii) each
such  posting  containing  a  signature,  a  reproduction  of a signature  or an
E-Signature shall, for all intents and purposes, have the same effect and weight
as a signed  paper  original and (iv) each party  hereto or  beneficiary  hereto


                                       99


agrees not to contest  the  validity  or  enforceability  of any  posting on any
E-System  or  E-Signature  on any  such  posting  under  the  provisions  of any
applicable  Requirement of Law requiring  certain  documents to be in writing or
signed;  provided,  however,  that  nothing  herein  shall limit such party's or
beneficiary's   right  to  contest  whether  any  posting  to  any  E-System  or
E-Signature has been altered after transmission.

            (c) Separate  Agreements.  All uses of an E-System shall be governed
by and subject to, in addition to Section 11.11 and this Section 11.12, separate
terms  and  conditions  posted  or  referenced  in  such  E-System  and  related
Contractual  Obligations  executed  by  Secured  Parties  and Group  Members  in
connection with the use of such E-System.

            (d)   Limitation   of  Liability.   All  E-Systems  and   Electronic
Transmissions  shall be provided "as is" and "as  available".  None of Agents or
any of their Related Persons warrants the accuracy,  adequacy or completeness of
any E-Systems or Electronic  Transmission,  and each disclaims all liability for
errors or  omissions  therein.  No Warranty of any kind is made by the Agents or
any of their  Related  Persons in  connection  with any  E-Systems or Electronic
Communication,  including  any  warranty  of  merchantability,   fitness  for  a
particular  purpose,  non-infringement  of  third-party  rights or freedom  from
viruses or other code  defects.  Each of the  Borrower  and each  Secured  Party
agrees  (and the  Borrower  shall cause each other Loan Party to agree) that the
Agents have no  responsibility  for  maintaining  or  providing  any  equipment,
software,  services or any testing  required in connection  with any  Electronic
Transmission or otherwise required for any E-System.

      Section 11.13 Governing Law. This Agreement, each other Loan Document that
does not expressly set forth its applicable  law, and the rights and obligations
of the  parties  hereto and  thereto  shall be governed  by, and  construed  and
interpreted in accordance with, the law of the State of New York.

      Section 11.14  Jurisdiction.  (a)  Submission to  Jurisdiction.  Any legal
action or  proceeding  with  respect to any Loan  Document may be brought in the
courts of the State of New York  located  in the City of New  York,  Borough  of
Manhattan,  or of the United States of America for the Southern  District of New
York and, by execution  and  delivery of this  Agreement,  the  Borrower  hereby
accepts   for   itself  and  in  respect   of  its   property,   generally   and
unconditionally,  the jurisdiction of the aforesaid  courts.  The parties hereto
(and, to the extent set forth in any other Loan Document, each other Loan Party)
hereby irrevocably waive any objection, including any objection to the laying of
venue or based on the grounds of forum non conveniens,  that any of them may now
or  hereafter  have to the  bringing  of any such action or  proceeding  in such
jurisdictions.

            (b) Service of Process.  The Borrower  (and, to the extent set forth
in any other Loan  Document,  each other Loan Party) hereby  irrevocably  waives
personal  service  of any and all  legal  process,  summons,  notices  and other
documents  and other service of process of any kind and consents to such service
in any suit,  action or proceeding  brought in the United States of America with
respect to or otherwise  arising out of or in connection  with any Loan Document
by any means  permitted  by  applicable  Requirements  of Law,  including by the
mailing  thereof (by  registered  or  certified  mail,  postage  prepaid) to the
address of the Borrower  specified in Section 11.11 (and shall be effective when
such mailing shall be effective, as provided therein). The Borrower (and, to the
extent set forth in any other Loan Document,  each other Loan Party) agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by law.


                                      100


            (c)  Non-Exclusive  Jurisdiction.  Nothing contained in this Section
11.14 shall affect the right of the Agents or any Lender to serve process in any
other  manner  permitted by  applicable  Requirements  of Law or commence  legal
proceedings  or  otherwise   proceed   against  any  Loan  Party  in  any  other
jurisdiction.

      Section 11.15 Waiver of Jury Trial.  EACH PARTY HERETO HEREBY  IRREVOCABLY
WAIVES  TRIAL BY JURY IN ANY SUIT,  ACTION OR  PROCEEDING  WITH  RESPECT  TO, OR
DIRECTLY OR  INDIRECTLY  ARISING OUT OF, UNDER OR IN CONNECTION  WITH,  ANY LOAN
DOCUMENT OR THE  TRANSACTIONS  CONTEMPLATED  THEREIN OR RELATED THERETO (WHETHER
FOUNDED IN CONTRACT,  TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO OTHER PARTY AND NO RELATED  PERSON OF ANY OTHER  PARTY HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT SUCH  OTHER  PARTY  WOULD  NOT,  IN THE EVENT OF
LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)  ACKNOWLEDGES  THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS,
AS APPLICABLE, BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15.

      Section 11.16 Severability.  Any provision of any Loan Document being held
illegal,  invalid or unenforceable in any jurisdiction shall not affect any part
of such  provision  not  held  illegal,  invalid  or  unenforceable,  any  other
provision  of any Loan  Document  or any  part of such  provision  in any  other
jurisdiction.

      Section 11.17 Execution in Counterparts. This Agreement may be executed in
any number of counterparts  and by different  parties in separate  counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which taken together  shall  constitute  one and the same  agreement.  Signature
pages may be detached  from  multiple  separate  counterparts  and attached to a
single counterpart.  Delivery of an executed signature page of this Agreement by
facsimile  transmission  or  Electronic  Transmission  shall be as  effective as
delivery of a manually executed counterpart hereof.

      Section  11.18  Entire  Agreement.  The Loan  Documents  embody the entire
agreement of the parties and supersede all prior  agreements and  understandings
relating  to the  subject  matter  thereof  and any prior  letter  of  interest,
commitment letter, fee letter,  confidentiality and similar agreements involving
any Loan  Party and any of the  Agents,  any  Lender or any L/C Issuer or any of
their respective  Affiliates  relating to a financing of  substantially  similar
form,  purpose or effect. In the event of any conflict between the terms of this
Agreement and any other Loan Document,  the terms of this Agreement shall govern
(unless  such terms of such other Loan  Documents  are  necessary to comply with
applicable  Requirements  of Law, in which case such terms  shall  govern to the
extent necessary to comply therewith).

      Section 11.19 Use of Name. The Borrower agrees, and shall cause each other
Loan  Party to agree,  that it shall  not,  and none of its  Affiliates  that it
controls shall,  issue any press release or other public  disclosure (other than
any document filed with any Governmental Authority relating to a public offering
of the Securities of any Loan Party) using the name, logo or otherwise referring
to Churchill or Ableco or of any of their Affiliates,  the Loan Documents or any
transaction  contemplated therein to which the Secured Parties are party without
at least  two (2)  Business  Days'  prior  notice to  Churchill  or  Ableco,  as
applicable, and without the prior consent of Churchill or Ableco, as applicable,
except to the extent  required  to do so under  applicable  Requirements  of Law
(provided that the Borrower shall use commercially  reasonable efforts to permit
Churchill or Ableco, as applicable, to review such disclosure).


                                      101


      Section 11.20 Non-Public Information; Confidentiality. (a) Each Lender and
L/C Issuer  acknowledges  and agrees  that it may  receive  material  non-public
information  hereunder  concerning  the Loan  Parties and their  Affiliates  and
Securities and agrees to use such  information  in compliance  with all relevant
policies,  procedures and Contractual Obligations and applicable Requirements of
Laws (including United States federal and state security laws and regulations).

            (b) Each Lender,  L/C Issuer and the Agents (on behalf of itself and
its  Related  Persons)  agrees to use all  reasonable  efforts to  maintain,  in
accordance with its customary practices for handling confidential information of
this nature, the  confidentiality of information  obtained by it pursuant to any
Loan  Document,  except  that such  information  may be  disclosed  (i) with the
Borrower's  consent,  (ii) to Related Persons of such Lender,  L/C Issuer or the
Agents, as the case may be, or to any Person that any L/C Issuer causes to Issue
Letters of Credit hereunder, that are advised of the confidential nature of such
information and are instructed to keep such information  confidential,  (iii) to
the extent such information  presently is or hereafter becomes available to such
Lender,  L/C  Issuer or the  Agents,  as the case may be, on a  non-confidential
basis from a source other than any Loan Party or any other Related Persons, (iv)
to the extent disclosure is required by applicable  Requirements of Law or other
legal process or requested or demanded by any Governmental Authority, (v) to the
extent  necessary or customary for inclusion in league table  measurements or in
any tombstone or other  advertising  materials (and the Loan Parties  consent to
the publication of such tombstone or other advertising  materials by the Agents,
any  Lender,  any L/C  Issuer  or any of  their  Related  Persons),  (vi) to the
National Association of Insurance Commissioners or any similar organization, any
examiner or any nationally  recognized  rating agency or otherwise to the extent
consisting of general  portfolio  information that does not identify  borrowers,
(vii) to current or prospective assignees, SPVs grantees of any option described
in Section 11.2(f) or participants,  direct or contractual counterparties to any
Hedging Agreement  permitted  hereunder and to their respective Related Persons,
in each case to the  extent  such  assignees,  participants,  counterparties  or
Related  Persons  agree to be bound by provisions  substantially  similar to the
provisions  of this  Section  11.20  and,  so long as no  Event  of  Default  is
continuing,  excluding the Persons identified in Schedule 11.2 and their Control
Investment  Affiliates  so long as any  such  Persons  are,  in the  good  faith
determination  of the  Borrower,  investors in the  Borrower's  competitors,  or
(viii) in connection with the exercise of any remedy under any Loan Document. In
the event of any conflict  between the terms of this Section  11.20 and those of
any other  Contractual  Obligation  entered into with any Loan Party (whether or
not a Loan Document), the terms of this Section 11.20 shall govern.

      Section 11.21 Patriot Act Notice.  Each Lender  subject to the USA Patriot
Act of 2001 (31 U.S.C. 5318 et seq.) hereby notifies the Borrower that, pursuant
to Section 326 thereof, it is required to obtain,  verify and record information
that identifies the Borrower, including the name and address of the Borrower and
other  information  allowing  such Lender to identify the Borrower in accordance
with such act.

                            [Signature Pages Follow]


                                      102


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective  officers  thereunto duly authorized,  as of the
date first above written.

                             GOAMERICA, INC., as Borrower

                             By: /s/ Daniel R. Luis
                                 --------------------------
                             Name: Daniel R. Luis
                             Title: Chief Executive Officer


                                      S-1


                             AGENT:
                             ------

                             CHURCHILL FINANCIAL LLC, as Administrative
                             Agent

                             By: /s/ Christopher Cox
                                 --------------------
                             Name: Christopher Cox
                             Title: Managing Director

                             LENDERS:
                             --------

                             CHURCHILL FINANCIAL CAYMAN LTD.,
                             as Lead Arranger, L/C Issuer, Swingline Lender and
                             Lender

                             By: Churchill Financial LLC, as its Collateral
                             Manager

                             By: /s/ Christopher Cox
                                 --------------------
                             Name: Christopher Cox
                             Title: Managing Director

                             Churchill Financial Funding LLC,
                             as Lender

                             By: /s/ Christopher Cox
                                 --------------------
                             Name: Christopher Cox
                             Title: Managing Director


                                      S-2


                             ABLECO FINANCE LLC, as Collateral Agent and
                             Lender

                             By: /s/ Daniel Wolf
                                 ---------------
                             Name: Daniel Wolf
                             Title: President


                                      S-3

EX-10.2

                                                                    Exhibit 10.2
================================================================================

                          SECOND LIEN CREDIT AGREEMENT

                          Dated as of January 10, 2008

                                      among

                                GOAMERICA, INC.,

                                  as Borrower,

                            THE LENDERS PARTY HERETO

                                       and

                         CLEARLAKE CAPITAL GROUP, L.P.,
                            as Administrative Agent,

================================================================================




                                TABLE OF CONTENTS
                                   (continued)
                                                                            Page

ARTICLE I DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS                     1

   Section 1.1       Defined Terms.............................................1

   Section 1.2       UCC Terms................................................29

   Section 1.3       Accounting Terms and Principles..........................29

   Section 1.4       Payments.................................................29

   Section 1.5       Interpretation...........................................29

ARTICLE II THE FACILITIES                                                     30

   Section 2.1       The Commitments..........................................30

   Section 2.2       Non-Funding Lenders......................................30

   Section 2.3       Intentionally Omitted....................................30

   Section 2.4       Intentionally Omitted....................................30

   Section 2.5       Termination of the Commitments...........................30

   Section 2.6       Repayment of Loans.......................................30

   Section 2.7       Optional Prepayments.....................................31

   Section 2.8       Mandatory Prepayments....................................31

   Section 2.9       Interest.................................................32

   Section 2.10      [Intentionally Omitted]..................................33

   Section 2.11      Fees.....................................................33

   Section 2.12      Application of Payments..................................33

   Section 2.13      Payments and Computations................................34

   Section 2.14      Evidence of Debt.........................................34

   Section 2.15      [Intentionally Omitted]..................................36

   Section 2.16      Breakage Costs; Increased Costs; Capital Requirements....36

   Section 2.17      Taxes....................................................37

   Section 2.18      Substitution of Lenders..................................39

ARTICLE III CONDITIONS TO LOANS                                               40

   Section 3.1       Conditions Precedent to the Loans........................40

   Section 3.2       Determinations of Borrowing Conditions...................43

ARTICLE IV REPRESENTATIONS AND WARRANTIES                                     43

   Section 4.1       Corporate Existence; Compliance with Law.................43

   Section 4.2       Loan and Related Documents...............................43

   Section 4.3       Ownership of Group Members...............................44

   Section 4.4       Financial Statements.....................................45

   Section 4.5       Material Adverse Effect..................................47

   Section 4.6       Solvency.................................................47

   Section 4.7       Litigation...............................................47

   Section 4.8       Taxes....................................................47

   Section 4.9       Margin Regulations.......................................48

   Section 4.10      No Burdensome Obligations; No Defaults or Breaches.......48

   Section 4.11      Investment Company Act...................................48

   Section 4.12      Labor Matters............................................48

   Section 4.13      ERISA....................................................48

   Section 4.14      Environmental Matters....................................49

   Section 4.15      Intellectual Property....................................50

   Section 4.16      Title; Real Property.....................................51


                                       i


                               TABLE OF CONTENTS
                                  (continued)
                                                                            Page

   Section 4.17      Bank and Security Accounts...............................51

   Section 4.18      Insurance................................................51

   Section 4.19      Material Contracts.......................................51

   Section 4.20      Anti Terrorism...........................................51

   Section 4.21      Delivery of Material Contracts and Related Documents.....52

   Section 4.22      Brokers..................................................52

   Section 4.23      Full Disclosure..........................................52

   Section 4.24      Regulatory Matters.......................................53

   Section 4.25      Restricted Activities of Inactive Subsidiaries...........53

ARTICLE V FINANCIAL COVENANTS                                                 53

   Section 5.1       Maximum Consolidated Leverage Ratio......................53

   Section 5.2       Capital Expenditures.....................................54

   Section 5.3       Minimum Net Revenue......................................54

   Section 5.4       Verizon TRS Acquisition Agreement Earn-Out...............54

   Section 5.5       Revolver Availability....................................54

ARTICLE VI REPORTING COVENANTS                                                55

   Section 6.1       Financial Statements.....................................55

   Section 6.2       Copies of Notices and Reports............................58

   Section 6.3       Taxes....................................................58

   Section 6.4       Labor Matters............................................58

   Section 6.5       ERISA Matters............................................58

   Section 6.6       Environmental Matters....................................59

   Section 6.7       Other Information........................................59

   Section 6.8       Delivery of Information to Lenders.......................59

ARTICLE VII AFFIRMATIVE COVENANTS                                             60

   Section 7.1       Maintenance of Corporate Existence.......................60

   Section 7.2       Compliance with Laws, Etc................................60

   Section 7.3       Payment of Obligations...................................60

   Section 7.4       Maintenance of Property and Rights.......................60

   Section 7.5       Maintenance of Insurance.................................60

   Section 7.6       Keeping of Books.........................................61

   Section 7.7       Access to Books and Property.............................61

   Section 7.8       Environmental............................................61

   Section 7.9       Use of Proceeds..........................................62

   Section 7.10      Additional Collateral and Guaranties.....................62

   Section 7.11      Deposit Accounts; Securities Accounts
                     and Cash Collateral Accounts.............................63

   Section 7.12      Interest Rate Contracts..................................64

   Section 7.13      Payment of Taxes.........................................64

   Section 7.14      ERISA....................................................64

   Section 7.15      Post-Closing Matters.....................................64

ARTICLE VIII NEGATIVE COVENANTS                                               64

   Section 8.1       Indebtedness.............................................64

   Section 8.2       Liens....................................................66


                                       ii


                               TABLE OF CONTENTS
                                  (continued)

                                                                            Page

   Section 8.3       Investments..............................................66

   Section 8.4       Asset Sales..............................................67

   Section 8.5       Restricted Payments......................................68

   Section 8.6       Prepayment of Indebtedness...............................69

   Section 8.7       Fundamental Changes......................................69

   Section 8.8       Change in Nature of Business.............................70

   Section 8.9       Transactions with Affiliates.............................70

   Section 8.10      Third-Party Restrictions on Indebtedness,
                     Liens, Investments or Restricted Payments................70

   Section 8.11      Modification of Certain Documents........................71

   Section 8.12      Accounting Changes; Fiscal Year..........................71

   Section 8.13      Margin Regulations.......................................71

   Section 8.14      Compliance with ERISA....................................71

   Section 8.15      T-Mobile Obligations.....................................71

ARTICLE IX EVENTS OF DEFAULT                                                  72

   Section 9.1       Definition...............................................72

   Section 9.2       Remedies.................................................74

ARTICLE X THE ADMINISTRATIVE AGENT                                            74

   Section 10.1      Appointment and Duties...................................74

   Section 10.2      Binding Effect...........................................75

   Section 10.3      Use of Discretion........................................75

   Section 10.4      Delegation of Rights and Duties..........................76

   Section 10.5      Reliance and Liability...................................76

   Section 10.6      Agent Individually.......................................77

   Section 10.7      Lender Credit Decision...................................77

   Section 10.8      Expenses; Indemnities....................................78

   Section 10.9      Resignation of Agent.....................................78

   Section 10.10     Release of Collateral or Guarantors......................79

   Section 10.11     Additional Secured Parties...............................79

   Section 10.12     Titles...................................................80

ARTICLE XI MISCELLANEOUS                                                      80

   Section 11.1      Amendments, Waivers, Etc.................................80

   Section 11.2      Assignments and Participations; Binding Effect...........81

   Section 11.3      Costs and Expenses.......................................84

   Section 11.4      Indemnities..............................................84

   Section 11.5      Survival.................................................85

   Section 11.6      Limitation of Liability for Certain Damages..............85

   Section 11.7      Lender-Creditor Relationship.............................86

   Section 11.8      Right of Setoff..........................................86

   Section 11.9      Sharing of Payments, Etc.................................86

   Section 11.10     Marshaling; Payments Set Aside...........................86

   Section 11.11     Notices..................................................87

   Section 11.12     Electronic Transmissions.................................87

   Section 11.13     Governing Law............................................88

   Section 11.14     Jurisdiction.............................................88

   Section 11.15     Waiver of Jury Trial.....................................89


                                      iii


                               TABLE OF CONTENTS
                                  (continued)

                                                                            Page

   Section 11.16     Severability.............................................89

   Section 11.17     Execution in Counterparts................................89

   Section 11.18     Entire Agreement.........................................89

   Section 11.19     Use of Name..............................................90

   Section 11.20     Non-Public Information; Confidentiality..................90

   Section 11.21     Patriot Act Notice.......................................90


                                       iv


                                  SCHEDULES

     Schedule P-1        -        Permitted Acquisition
     Schedule I          -        Commitments
     Schedule II         -        Addresses for Notices
     Schedule 4.1        -        Permits; Requirements of Law
     Schedule 4.2        -        Consents
     Schedule 4.3        -        Ownership of the Borrower and Subsidiaries
     Schedule 4.4        -        Financial Statements
     Schedule 4.4(f)     -        Combined Closing Date Financial Statements
     Schedule 4.7        -        Litigation
     Schedule 4.12       -        Labor Matters
     Schedule 4.13(a)    -        List of Plans - A
     Schedule 4.13(b)    -        List of Plans - B
     Schedule 4.14       -        Environmental Matters
     Schedule 4.15       -        Intellectual Property
     Schedule 4.16       -        Real Property
     Schedule 4.17       -        Bank and Security Accounts
     Schedule 4.18       -        Insurance
     Schedule 4.19       -        Material Contracts
     Schedule 4.22       -        Brokers
     Schedule 4.24       -        FCC and State Compliance
     Schedule 7.15       -        Post Closing Matters
     Schedule 8.1        -        Existing Indebtedness
     Schedule 8.1B                Payoff Debt
     Schedule 8.2        -        Existing Liens
     Schedule 8.3        -        Existing Investments
     Schedule 8.4        -        Permitted Asset Sales
     Schedule 11.2       -        Restricted Assigns

                                  EXHIBITS

     Exhibit A           -        Form of Assignment
     Exhibit B           -        Form of Note
     Exhibit C           -        [Intentionally Omitted]
     Exhibit D           -        [Intentionally Omitted]
     Exhibit E           -        [Intentionally Omitted]
     Exhibit F           -        [Intentionally Omitted]
     Exhibit G           -        Form of Compliance Certificate
     Exhibit H           -        Form of Guaranty and Security Agreement
     Exhibit I           -        Form of Intercreditor Agreement
     Exhibit J           -        Initial Projections




            This SECOND LIEN CREDIT AGREEMENT,  dated as of January 10, 2008, is
entered into by and among GOAMERICA,  INC., a Delaware corporation ("Borrower"),
the Lenders (as defined below),  and CLEARLAKE  CAPITAL GROUP,  L.P., a Delaware
limited partnership,  as administrative agent for the Lenders (in such capacity,
and together with its  successors  and permitted  assigns,  the  "Administrative
Agent").

            The parties hereto agree as follows:

                                   ARTICLE I

                DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

      Section 1.1 Defined Terms. As used in this Agreement,  the following terms
have the following meanings:

      "Acquisition" means (i) the purchase by GoAmerica Relay of the Verizon TRS
Division (such acquisition the "Verizon TRS Acquisition")  pursuant to the terms
of the Verizon TRS Acquisition Agreement,  and (ii) the purchase by GoAmerica of
Hands On through  the merger  (the "Hands On Merger") of the Merger Sub with and
into Hands On pursuant to the Hands On Merger Agreement.

      "Acquisition  Documents" means the Hands On Merger Agreement,  the Verizon
TRS  Acquisition  Agreement,  the Verizon  Transition  Services  Agreement,  the
Stellar Nordia Managed Services Agreement,  the Verizon Facilities Use Agreement
and the Verizon IP Licensing Agreement

      "Affected Lender" has the meaning specified in Section 2.18.

      "Affiliate"  means,  with respect to any Person,  each officer,  director,
general  partner or  joint-venturer  of such  Person and any other  Person  that
directly or indirectly  controls,  is controlled  by, or is under common control
with,  such  Person;  provided,  however,  that no  Secured  Party  shall  be an
Affiliate of the Borrower.  For purpose of this definition,  "control" means the
possession of either (a) the power to vote, or the beneficial  ownership of, 10%
or more of the Voting  Stock of such  Person or (b) the power to direct or cause
the direction of the management and policies of such Person, whether by contract
or otherwise.

      "Agreement" means this Credit Agreement.

      "Anti-Terrorism Laws" means, collectively, all laws, rules and regulations
and court orders,  injunctions and judicial decisions of all federal,  state and
local  governments and governmental  authorities  relating to terrorism or money
laundering,  including without  limitation  Executive Order No. 13224 (effective
September 24, 2001),  the USA PATRIOT Act, the laws,  rules and  regulations and
court orders, injunctions and judicial decisions comprising the Bank Secrecy Act
and the laws,  rules and regulations and court orders,  injunctions and judicial
decisions  administered  by the U.S.  Department  of Treasury  Office of Foreign
Assets Control.

      "Anti-Terrorism  Order" means  Executive Order No. 13,224 of September 24,
2001,  Blocking  Property and Prohibiting  Transactions with Persons Who Commit,
Threaten to Commit or Support  Terrorism,  66 U.S. Fed. Reg. 49, 079 (2001),  as
amended.

      "Applicable Margin" means 9.00%.


                                       1


      "Approved Fund" means, with respect to any Lender,  any Person (other than
a natural Person) that (a) is or will be engaged in making, purchasing,  holding
or otherwise  investing in commercial loans and similar  extensions of credit in
the  ordinary  course of its  business and (b) is advised or managed by (i) such
Lender,  (ii) any  Affiliate  of such Lender or (iii) any Person  (other than an
individual)  or any  Affiliate  of any Person  (other than an  individual)  that
administers or manages such Lender.

      "Assignment"  means an assignment  agreement  entered into by a Lender, as
assignor,  and any Person, as assignee,  pursuant to the terms and provisions of
Section 11.2 (with the consent of any party whose consent is required by Section
11.2),  accepted  by the  Administrative  Agent,  in  substantially  the form of
Exhibit A, or any other form approved by the Administrative Agent.

      "Benefit Plan" means any employee  benefit plan as defined in Section 3(3)
of ERISA  (whether  governed by the laws of the United  States or  otherwise) to
which any Group Member  incurs or otherwise  has any  obligation  or  liability,
contingent or otherwise.

      "Borrowing"  means the  borrowing  consisting of Loans made on the Closing
Date by the Lenders according to their respective Commitments.

      "Business Day" means any day of the year that is not a Saturday, Sunday or
a day on which banks are required or  authorized  to close in New York City and,
when determined in connection with notices and  determinations in respect of any
Eurodollar  Rate or  Eurodollar  Rate Loan or any  funding,  Interest  Period or
payment of any  Eurodollar  Rate Loan,  that is also a day on which  dealings in
Dollar deposits are carried on in the London interbank market.

      "Capital Expenditures" means, for any Person for any period, the aggregate
of all expenditures, whether or not made through the incurrence of Indebtedness,
by such Person and its  Subsidiaries  during  such  period for the  acquisition,
leasing  (pursuant  to a  Capital  Lease),  construction,  replacement,  repair,
substitution  or  improvement  of  fixed  or  capital  assets  or  additions  to
equipment, in each case to the extent required to be capitalized under GAAP on a
Consolidated  balance sheet of such Person,  excluding (a) interest  capitalized
during  construction,  and (b)  expenditures  by any Person to repair or replace
assets to the extent such  expenditures  are made as a reinvestment  of, and are
funded  with,  Net  Cash  Proceeds  from a sale or  insurance  proceeds  and the
reinvestment of such proceeds is permitted  hereunder and (c) expenditures  made
as a tenant in leasehold improvements to the extent reimbursed by landlords.

      "Capital Lease" means, with respect to any Person,  any lease of, or other
arrangement  conveying the right to use, any property (whether real, personal or
mixed) by such  Person as lessee that has been or should be  accounted  for as a
capital  lease on a balance  sheet of such Person  prepared in  accordance  with
GAAP.

      "Capitalized  Lease  Obligations"  means, at any time, with respect to any
Capital  Lease,  any  lease  entered  into  as part of any  Sale  and  Leaseback
Transaction of any Person or any synthetic  lease, the amount of all obligations
of such Person that is (or that would be, if such synthetic lease or other lease
were  accounted for as a Capital  Lease)  capitalized on a balance sheet of such
Person prepared in accordance with GAAP.

      "Cash Collateral Account" means a deposit account or securities account in
the  name of the  Borrower  and  under  the  sole  control  (as  defined  in the
applicable UCC) of the Administrative  Agent (subject to the rights of the First
Lien Agents under the Intercreditor  Agreement) and (a) in the case of a deposit
account, from which the Borrower may not make withdrawals except as


                                       2


permitted  by the  Administrative  Agent  and (b) in the  case  of a  securities
account, with respect to which the Administrative Agent shall be the entitlement
holder and the only Person  authorized to give  entitlement  orders with respect
thereto.

      "Cash Equivalents" means (a) any readily-marketable  securities (i) issued
by, or directly,  unconditionally  and fully guaranteed or insured by the United
States  federal  government  or (ii)  issued by any agency of the United  States
federal  government the  obligations of which are fully backed by the full faith
and credit of the United States federal government,  (b) any  readily-marketable
direct  obligations  issued by any other  agency of the  United  States  federal
government,  any state of the United States or any political  subdivision of any
such state or any public  instrumentality  thereof, in each case having a rating
of at least "A-1" from S&P or at least "P-1" from  Moody's,  (c) any  commercial
paper  rated at least  "A-1" by S&P or "P-1" by Moody's and issued by any Person
organized  under  the  laws of any  state  of the  United  States,  (d) any time
deposit,  insured  certificate  of deposit,  overnight  bank deposit or bankers'
acceptance issued or accepted by (i) any Lender or (ii) any commercial bank that
is (A) organized  under the laws of the United States,  any state thereof or the
District  of  Columbia,   (B)  "adequately   capitalized"  (as  defined  in  the
regulations  of its  primary  federal  banking  regulators)  and (C) has  Tier 1
capital  (as  defined in such  regulations)  in excess of  $250,000,000  and (e)
shares of any money  market  fund that (i) has  substantially  all of its assets
invested  continuously  in the types of  investments  referred to in clause (a),
(b), (c) or (d) above with  maturities as set forth in the proviso  below,  (ii)
has net assets in excess of $500,000,000,  (iii) repurchase agreements which are
entered into with a commercial  bank described in clause (d)(ii) above and which
are secured by securities  described in clause (a) above,  and (iv) has obtained
from either S&P or Moody's the highest rating  obtainable for money market funds
in the United States; provided,  however, that the maturities of all obligations
specified  in any of clauses  (a),  (b),  (c) and (d) above shall not exceed 365
days.

      "CERCLA"  means the United States  Comprehensive  Environmental  Response,
Compensation, and Liability Act (42 U.S.C. ss.ss. 9601 et seq.).

      "Certificate of Incorporation"  means the Amended and Restated Certificate
of  Incorporation  of the Borrower,  as filed with the Secretary of State of the
State of Delaware on January 10, 2008.

      "Change of Control"  means the  occurrence  of any of the  following:  (a)
Sponsor and Reservoir Capital Group L.P. and their respective Control Investment
Affiliates  shall,   collectively,   cease  to  own  and  control,  directly  or
indirectly,  legally and  beneficially,  all of the economic  and voting  rights
associated with ownership of at least 30% of each class of the outstanding Stock
of Borrower on a fully diluted  basis,  (b) the Borrower  shall cease to own and
control,  legally  and  beneficially,  all of the  economic  and  voting  rights
associated  with ownership of all  outstanding  Stock of all classes of Stock of
each Wholly  Owned  Subsidiary  of  Borrower  except in  connection  with a Sale
permitted  hereby  pursuant  to Section  8.4 or 8.7,  (c) any person or group of
persons (within the meaning of the Securities  Exchange Act of 1934) (other than
the  Sponsor,   Reservoir  Capital  Group  L.P.  and  their  respective  Control
Investment  Affiliates)  shall have acquired  beneficial  ownership  (within the
meaning of Rule 13d-3  promulgated  by the  Securities  and Exchange  Commission
under the  Securities  Exchange  Act of 1934) of more than 30% of the issued and
outstanding shares of capital Stock of Borrower having the right to vote for the
election of directors of Borrower under ordinary  circumstances,  (d) during any
period of twelve consecutive  calendar months,  individuals who at the beginning
of such  period  (or the  Closing  Date for any  period  beginning  prior to the
Closing Date) constituted the board of directors of Borrower  (together with any
new  directors  whose  election by the board of  directors  of Borrower or whose
nomination for election by the  stockholders  of Borrower was approved by


                                       3


a vote of at least a majority of the  directors  then still in office who either
were  directors  at the  beginning  of such period (or the Closing  Date for any
period  beginning prior to the Closing Date) or whose election or nomination for
election was  previously  so approved)  cease for any reason other than death or
disability  to  constitute  a majority of the  directors  then in office,  (e) a
"Change of Control" or any term of similar  effect,  as defined in the  document
governing  any  Indebtedness  in an amount in  excess of  $900,000  of any Group
Member,  (f) a "Change of Control"  or any term of similar  effect as defined in
the First Lien Credit Agreement,  or (g) a "Change of Control of Corporation" or
any term of similar effect as defined in the Certificate of Incorporation.

      "Clearlake"  means  Clearlake  Capital  Group,  L.P.,  a Delaware  limited
partnership.

      "Closing Date" means the first date on which any Loan is made.

      "Code" means the U.S.  Internal Revenue Code of 1986, as amended from time
to time, and any regulations promulgated thereunder.

      "Collateral"  means all  property  and  interests in property and proceeds
thereof  now owned or  hereafter  acquired  by any Loan Party in or upon which a
Lien is granted or  purported  to be granted by such Loan Party  pursuant to any
Loan Document.

      "Combined Closing Date Financial  Statements" has the meaning specified in
Section 4.4(f).

      "Commitment"  means,  with respect to each Lender,  the commitment of such
Lender to make  Loans to the  Borrower,  which  commitment  is in the amount set
forth opposite such Lender's name on Schedule I under the caption  "Commitment",
as amended to reflect  Assignments and as such amount may be reduced pursuant to
this  Agreement.  The  aggregate  amount of the  Commitments  on the date hereof
equals $30,000,000.

      "Compliance Certificate" means a certificate  substantially in the form of
Exhibit G

      "Consolidated"  means,  with  respect to any Person,  the accounts of such
Person and its Subsidiaries consolidated in accordance with GAAP.

      "Consolidated Cash Interest Expense" means, with respect to any Person for
any period,  the  Consolidated  Interest  Expense of such Person for such period
paid or payable in cash with respect to such period.

      "Consolidated  EBITDA"  means,  with respect to any Person for any period,
(a) the  Consolidated Net Income of such Person for such period plus (b) the sum
of, in each case to the extent included in the calculation of such  Consolidated
Net Income but without duplication, (i) any provision for United States federal,
state,  local and foreign income taxes or other taxes  measured by income,  (ii)
Consolidated Interest Expense, amortization of debt discount and commissions and
other fees and charges  associated with  Indebtedness,  (iii) any  depreciation,
depletion and amortization  expense,  (iv) any aggregate net loss on the Sale of
property  (other  than  accounts  (as  defined  under  the  applicable  UCC) and
inventory)  outside the  ordinary  course of  business,  (v) any other  non-cash
expenditure,   charge  or  loss  for  such  period   (other  than  any  non-cash
expenditure, charge or loss relating to write-offs, write-downs or reserves with
respect to accounts and  inventory),  including  the amount of any  compensation
deduction as the result of any grant of Stock or Stock Equivalents to employees,
officers, directors or consultants,  (vi) to the extent paid within 12 months of
the Closing  Date,  non-recurring  cash charges and costs  arising in


                                       4


connection with the Acquisition and related transactions  (including any related
restructuring  charges  and any  aggregate  net loss on the  Sales  set forth on
Schedule 8.4 hereto) in an aggregate amount not to exceed $10,000,000, and (vii)
to the extent  paid after the  12-month  anniversary  of the Closing  Date,  any
aggregate net loss on the Sales set forth on Schedule 8.4 hereto in an aggregate
amount  not to  exceed  the  lesser  of (A)  $3,000,000  and (B) the cap  amount
referred to in the foregoing  clause (vi) which has not been used, minus (c) the
sum  of,  in  each  case  to the  extent  included  in the  calculation  of such
Consolidated  Net  Income  and  without  duplication,  (i) any credit for United
States  federal  income  taxes or other taxes  measured by net income,  (ii) any
interest  income,  (iii)  any  gain  from  extraordinary  items  and  any  other
non-recurring gain, (iv) any aggregate net gain from the Sale of property (other
than  accounts  (as defined in the  applicable  UCC) and  inventory)  out of the
ordinary  course  of  business  by such  Person,  (v) any other  non-cash  gain,
including any reversal of a charge  referred to in clause (b)(v) above by reason
of a decrease in the value of any Stock or Stock Equivalent,  and (vi) any other
cash payment in respect of  expenditures,  charges and losses to the extent that
such items have been added to  Consolidated  EBITDA of such  Person  pursuant to
clause (b)(v) above in any prior period.

      "Consolidated  Interest Expense" means, for any Person for any period, (a)
Consolidated total interest expense of such Person and its Subsidiaries for such
period and including,  in any event, (i) interest capitalized during such period
and net costs under  Interest Rate  Contracts for such period and (ii) all fees,
charges,  commissions,  discounts  and other  similar  obligations  (other  than
reimbursement  obligations) with respect to letters of credit,  bank guarantees,
banker's  acceptances,  surety  bonds  and  performance  bonds  (whether  or not
matured)  payable by such Person and its  Subsidiaries  during such period minus
(b) the sum of (i)  Consolidated  net gains of such Person and its  Subsidiaries
under  Interest Rate  Contracts for such period and (ii)  Consolidated  interest
income of such Person and its Subsidiaries for such period.

      "Consolidated  Leverage Ratio" means, with respect to any Person as of any
date, the ratio of (a) Consolidated  Total Debt of such Person outstanding as of
such date to (b) Consolidated EBITDA for such Person for the last period of four
consecutive  Fiscal  Quarters  ending on or before such date,  provided that for
purposes of determining the Consolidated Leverage Ratio for the quarter ended on
or about September 30, 2008,  Consolidated EBITDA shall be deemed to be equal to
Consolidated EBITDA for the three consecutive Fiscal Quarters ended on September
30, 2008, multiplied by 4/3.

      "Consolidated  Net Income"  means,  with  respect to any  Person,  for any
period,   the  Consolidated  net  income  (or  loss)  of  such  Person  and  its
Subsidiaries  for such period;  provided,  however,  that the following shall be
excluded:  (a) the net income of any other Person in which such Person or one of
its  Subsidiaries  has a joint interest with a third-party  (which interest does
not cause the net income of such other  Person to be  Consolidated  into the net
income of such Person),  except to the extent of the amount of cash dividends or
distributions  paid to such  Person  or  Subsidiary,  (b) the net  income of any
Subsidiary  of such Person that is, on the last day of such  period,  subject to
any restriction or limitation on the payment of dividends or the making of other
distributions,  to the extent of such  restriction or limitation and (c) the net
income of any  other  Person  arising  prior to such  other  Person  becoming  a
Subsidiary  of such Person or merging or  consolidating  into such Person or its
Subsidiaries.

      "Consolidated  Total Debt" of any Person means all  Indebtedness of a type
described in clause (a), (b), (c)(i),  (d), (f) or (h) of the definition thereof
and all Guaranty Obligations with respect to any such Indebtedness, in each case
of such Person and its Subsidiaries on a Consolidated  basis;  provided that the
aggregate amount of any outstanding  Indebtedness  incurred


                                       5


under  Section  8.1(c) in excess of $500,000  shall be deemed to be equal to the
aggregate amount of such Indebtedness multiplied by six (6).

      "Constituent  Documents" means,  with respect to any Person,  collectively
and, in each case,  together with any modification of any term thereof,  (a) the
articles  of  incorporation,  certificate  of  incorporation,   constitution  or
certificate of formation of such Person, (b) the bylaws,  operating agreement or
joint   venture   agreement  of  such  Person,   (c)  any  other   constitutive,
organizational or governing document of such Person,  whether or not equivalent,
and (d) any other document setting forth the manner of election or duties of the
directors,  officers  or  managing  members of such  Person or the  designation,
amount or relative  rights,  limitations  and  preferences  of any Stock of such
Person.

      "Contractual  Obligation" means, with respect to any Person, any provision
of any Security  issued by such Person or of any document or undertaking  (other
than a Loan  Document)  to which such Person is a party or by which it or any of
its property is bound or to which any of its property is subject.

      "Control  Agreement"  means,  with  respect to any  deposit  account,  any
securities  account,  commodity  account,  securities  entitlement  or commodity
contract,  an agreement,  in form and substance  reasonably  satisfactory to the
Administrative  Agent, among the Administrative Agent (or, so long as any of the
First Lien  Obligations  are  outstanding or the  Intercreditor  Agreement is in
effect,  the First Lien Collateral  Agent),  the financial  institution or other
Person at which such account is  maintained  or with which such  entitlement  or
contract is carried and the Loan Party  maintaining such account,  which,  taken
together with the Intercreditor  Agreement,  is effective to grant "control" (as
defined under the applicable UCC) over such account to the Administrative  Agent
(subject  to the  rights  of the  First  Lien  Agents  under  the  Intercreditor
Agreement).

      "Control  Investment  Affiliate" means, as to any Person, any other Person
that (a) directly or indirectly, is in control of, is controlled by, or is under
common  control  with,  such Person and (b) is  organized  by such Person or any
other Person  referred to in the foregoing  clause (a) primarily for the purpose
of making equity or debt  investments in one or more companies.  For purposes of
this definition,  "control" of a Person means the power, directly or indirectly,
to direct or cause the direction of the  management  and policies of such Person
whether by contract or otherwise.

      "Controlled  Deposit  Account" means each deposit  account  (including all
funds on deposit therein) that is the subject of an effective  Control Agreement
and that is maintained by any Loan Party with a financial institution reasonably
acceptable to the Administrative Agent.

      "Controlled Securities Account" means each securities account or commodity
account  (including all financial  assets held therein and all  certificates and
instruments,  if any,  representing or evidencing such financial assets) that is
the subject of an effective Control Agreement and that is maintained by any Loan
Party  with a  securities  intermediary  or  commodity  intermediary  reasonably
acceptable to the Administrative Agent.

      "Copyrights"  means all rights,  title and  interests  (and all related IP
Ancillary  Rights)  arising  under  any  Requirement  of Law in or  relating  to
copyrights in works of  authorship of any type and all mask works,  database and
design rights,  whether or not registered or published,  all  registrations  and
recordations thereof and all applications in connection therewith.


                                       6


      "Corporate  Chart" means a document in form  reasonably  acceptable to the
Administrative Agent and setting forth, as of a date set forth therein, for each
Person  that is a Loan  Party,  that is  subject  to  Section  7.10 or that is a
Subsidiary  or joint  venture  of any of them,  (a) the full  legal name of such
Person, (b) the jurisdiction of organization and any  organizational  number and
tax  identification  number of such Person (if  available),  (c) the location of
such Person's chief executive office (or, if applicable, sole place of business)
and (d) the number of shares of each class of Stock of such  Person  authorized,
the number  outstanding and the number and percentage of such outstanding shares
for each such class  owned,  directly  or  indirectly,  by any Loan Party or any
Subsidiary of any of them.

      "Current  Assets"  means all assets that would  properly be  reflected  as
current  assets on a balance sheet for Borrower and its  Subsidiaries  as of the
close of business on the day immediately  preceding any date of determination in
accordance  with GAAP and in a manner  consistent  with the  preparation  of the
Financial Statements.

      "Current  Liabilities"  means  all  liabilities  that  would  properly  be
reflected  as  current  liabilities  on a  balance  sheet for  Borrower  and its
Subsidiaries  as of the close of business on the day  immediately  preceding any
date of  determination  in accordance with GAAP and in a manner  consistent with
the preparation of the Financial  Statements;  provided,  however, that "Current
Liabilities" shall exclude the principal amount of the Loans then outstanding.

      "Customary  Permitted Liens" means, with respect to any Person, any of the
following:

      (a) Liens (i) with respect to the payment of taxes,  assessments  or other
governmental  charges (other than any Lien imposed by ERISA or Code Section 412)
or (ii) of suppliers, carriers, materialmen,  warehousemen, workmen or mechanics
and other similar Liens,  in each case imposed by law or arising in the ordinary
course of business, and, for each of the Liens in clauses (i) and (ii) above for
amounts  that are not  overdue  or that are  being  contested  in good  faith by
appropriate  proceedings diligently conducted and with respect to which adequate
reserves or other  appropriate  provisions  are  maintained on the books of such
Person in accordance with GAAP;

      (b) (i) Liens of a  collection  bank on items in the course of  collection
arising  under Section 4-208 of the UCC as in effect in the State of New York or
any similar  section under any applicable UCC or any similar  Requirement of Law
of any foreign jurisdiction, or (ii) other rights of setoff or banker's liens in
favor of banks or other depository  institutions  arising in the ordinary course
of business;

      (c) pledges or cash deposits  made in the ordinary  course of business (i)
in  connection  with  workers'  compensation,   unemployment  insurance,  social
security or other types of  governmental  insurance or benefits  (other than any
Lien imposed by ERISA or Code Section 412),  (ii) to secure the  performance  of
bids, tenders, leases (other than Capital Leases) sales or other trade contracts
or to secure  liabilities to insurance  carriers,  lessors,  utilities and other
service  providers  (in each case,  other  than for the  repayment  of  borrowed
money),  or (iii)  made in lieu of, or to secure  the  performance  of,  surety,
customs, reclamation or performance bonds (in each case not related to judgments
or litigation);

      (d) judgment  liens (other than for the payment of taxes,  assessments  or
other  governmental  charges)  securing  judgments  and  other  proceedings  not
constituting  an Event of  Default  under  Section  9.1(f)  and  pledges or cash
deposits made in lieu of, or to secure the  performance  of,  judgment or appeal
bonds in respect of such judgments and proceedings;


                                       7


      (e)  Liens (i)  arising  by  reason  of  zoning  restrictions,  easements,
licenses, reservations,  restrictions, covenants, rights-of-way,  encroachments,
minor defects or irregularities  in title (including  leasehold title) and other
similar  encumbrances  on the use of real property or (ii) consisting of leases,
licenses or subleases (other than Capital Leases) granted by a lessor,  licensor
or sublessor on its real property in the ordinary  course of business  that, for
each of the Liens in  clauses  (i) and (ii)  above,  do not,  in the  aggregate,
materially  (x)  impair  the use or  occupancy  of  such  real  property  or (y)
interfere  with the  ordinary  conduct  of the  business  conducted  by the Loan
Parties at such real property;

      (f) Liens of landlords and  mortgagees of landlords (i) arising by statute
or under  any  lease  or  related  Contractual  Obligation  entered  into in the
ordinary  course of  business,  (ii) on fixtures and movable  tangible  property
located on the real property  leased or subleased from such landlord,  and (iii)
for amounts not overdue or that are being contested in good faith by appropriate
proceedings  diligently  conducted  and for  which  adequate  reserves  or other
appropriate  provisions are maintained on the books of such Person in accordance
with GAAP;

      (g) the title and  interest  of a lessor or  sublessor  in and to personal
property leased or subleased (other than through a Capital Lease),  in each case
extending only to such personal property;

      (h) licenses and  sublicenses of  intellectual  property  granted to third
parties  in the  ordinary  course of  business  that do not,  in the  aggregate,
materially  (x) impair the use of such  intellectual  property or (y)  interfere
with the  ordinary  conduct of the  business  conducted by the Loan Parties with
such intellectual property;

      (i) precautionary  financing statements filed in connection with operating
leases; and

      (j) Liens for the benefit of a seller deemed to attach solely to customary
cash earnest money deposits in connection with a letter of intent or acquisition
agreement with respect to a Permitted Acquisition.

      "Default"  means any event that, with the passing of time or the giving of
notice or both, would become an Event of Default.

      "Disclosure  Documents"  means,  collectively,  all documents filed by any
Group Member with the United States Securities and Exchange Commission.

      "Dollars" and the sign "$" each mean the lawful money of the United States
of America.

      "Domestic Person" means any "United States person" under and as defined in
Section 770l(a)(30) of the Code.

      "Domestic  Subsidiary"  means any Subsidiary of the Borrower other than an
Excluded Foreign Subsidiary.

      "Electronic Transmission" means each document, instruction, authorization,
file, information and any other communication  transmitted,  posted or otherwise
made or  communicated  by e-mail or any system used to receive or transmit faxes
electronically, or otherwise to or from an E-System or other equivalent service.


                                       8


      "Environmental  Laws" means all  Requirements of Law and Permits  imposing
liability  or  standards  of  conduct  for or  relating  to the  regulation  and
protection  of  occupational  health and safety,  human  health and safety (with
respect to Release of or exposure to Hazardous  Materials),  the environment and
natural  resources,   including  CERCLA,  the  SWDA,  the  Hazardous   Materials
Transportation  Act (49 U.S.C.  ss.ss.  5101 et seq.), the Federal  Insecticide,
Fungicide,  and  Rodenticide  Act (7  U.S.C.  ss.ss.  136 et  seq.),  the  Toxic
Substances  Control Act (15 U.S.C.  ss.ss.  2601 et seq.), the Clean Air Act (42
U.S.C.  ss.ss. 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C.
ss.ss. 1251 et seq.), the Occupational  Safety and Health Act (29 U.S.C.  ss.ss.
651 et seq.), the Safe Drinking Water Act (42 U.S.C. ss.ss. 300(f) et seq.), all
regulations  promulgated under any of the foregoing,  all analogous Requirements
of Law and Permits and any environmental  transfer of ownership  notification or
approval  statutes,  including the Industrial Site Recovery Act (N.J. Stat. Ann.
ss.ss. 13:1K-6 et seq.).

      "Environmental  Liabilities"  means all  Liabilities  (including  costs of
Remedial   Actions,   natural   resource  damages  and  costs  and  expenses  of
investigation  and  feasibility  studies) that may be imposed on, incurred by or
asserted  against  any Group  Member as a result of, or  related  to, any claim,
suit, action,  investigation,  proceeding or demand by any Person, whether based
in contract,  tort, implied or express warranty,  strict liability,  criminal or
civil statute or common law, or otherwise,  arising under any  Environmental Law
or in connection with any Release of or exposure to any Hazardous Material,  and
resulting from the ownership,  lease,  sublease or other operation or occupation
of property by any Group Member, whether on, prior or after the date hereof.

      "Equity Investors" means the Sponsor, Reservoir Capital Group L.P. and the
other  Persons  purchasing  Preferred  Stock of Borrower  pursuant to the Equity
Investment Documents.

      "Equity Investors Equity Investment" means the purchase of Preferred Stock
by the Equity  Investors  from the Borrower for a cash purchase price of no less
than $38,500,000.

      "Equity  Investors  Investment  Documents" means each document executed in
connection with the Equity Investors Equity Investment,  including the Preferred
Stock  Purchase  Agreement,  the  Certificate  of  Incorporation  and all  other
agreements, instruments and documents relating thereto.

      "ERISA" means the United States Employee Retirement Income Security Act of
1974, as amended from time to time, and any regulations promulgated thereunder.

      "ERISA Affiliate" means,  collectively,  any Group Member,  and any Person
under common control,  or treated as a single  employer,  with any Group Member,
within the meaning of Section 414(b), (c), (m) or (o) of the Code.

      "ERISA Event" means any of the following: (a) a reportable event described
in Section 4043(b) of ERISA (or,  unless the 30-day notice  requirement has been
duly waived under the  applicable  regulations,  Section  4043(c) of ERISA) with
respect to a Title IV Plan,  (b) the  withdrawal of any ERISA  Affiliate  from a
Title IV Plan  subject to Section  4063 of ERISA  during a plan year in which it
was a substantial  employer,  as defined in Section 4001(a)(2) of ERISA, (c) the
complete or partial  withdrawal of any ERISA  Affiliate  from any  Multiemployer
Plan,  (d) the  filing of a notice of  intent to  terminate  a Title IV Plan (or
treatment of a plan amendment as termination)  under Section 4041 of ERISA,  (e)
the  institution of  proceedings  to terminate a Title IV Plan or  Multiemployer
Plan by the PBGC, (f) the failure to make any required contribution to any Title
IV Plan or  Multiemployer  Plan when due,  (g) the  imposition  of a lien


                                       9


under  Sections  412 or 430 of the Code or  Section  302 or 4068 of ERISA on any
property  (or  rights  to  property,  whether  real or  personal)  of any  ERISA
Affiliate, (h) the failure of a Benefit Plan or any trust thereunder intended to
qualify  for tax exempt  status  under  Section  401 or 501 of the Code or other
Requirements  of Law to qualify  thereunder,  (i) the  termination of a Title IV
Plan described in Section 4064 of ERISA;  (j) the termination of a Multiemployer
Plan under Section  4041A of ERISA;  (k) the  reorganization  or insolvency of a
Multiemployer  Plan under Section 4241 or 4245 of ERISA;  (l) a Title IV Plan is
in  "at  risk  status"  within  the  meaning  of  Code  Section  430(i),  (m)  a
Multiemployer  Plan is in  "endangered  status" or "critical  status" within the
meaning of Code Section  432(b);  (n) an ERISA  Affiliate  incurs a  substantial
cessation  of  operations  within the  meaning of ERISA  Section  4062(e),  with
respect  to a Title IV Plan;  or (o) any other  event or  condition  that  might
reasonably be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Title IV Plan
or  Multiemployer  Plan or for the  imposition of any  liability  upon any ERISA
Affiliate  under  Title IV of ERISA  other  than for PBGC  premiums  due but not
delinquent.

      "E-Signature"  means the process of attaching to or logically  associating
with an  Electronic  Transmission  an  electronic  symbol,  encryption,  digital
signature or process  (including the name or an  abbreviation of the name of the
party  transmitting  the  Electronic  Transmission)  with  the  intent  to sign,
authenticate or accept such Electronic Transmission.

      "E-System"  means  any  electronic  system,  including  Intralinks(R)  and
ClearPar(R)  and  any  other  Internet  or  extranet-based  site,  whether  such
electronic system is owned,  operated or hosted by the Administrative Agent, any
of their  Related  Persons  or any other  Person,  providing  for access to data
protected by passcodes or other security system.

      "Eurodollar Base Rate" means,  with respect to any Interest Period for any
Eurodollar Rate Loan, the rate determined by the Administrative  Agent to be the
offered  rate  for  deposits  in  Dollars  for the  applicable  Interest  Period
appearing on the Reuters Screen  LIBOR01 Page as of 11:00 a.m.  (London time) on
the second  full  Business  Day next  preceding  the first day of each  Interest
Period.  In the  event  that such rate  does not  appear on the  Reuters  Screen
LIBOR01 Page (or otherwise on the Reuters  screen) at such time, the "Eurodollar
Base Rate" shall be  determined by reference to such other  comparable  publicly
available  service for displaying the offered rate for deposit in Dollars in the
London interbank market as may be selected by the  Administrative  Agent and, in
the absence of availability, such other method to determine such offered rate as
may be selected by the  Administrative  Agent in its sole  discretion;  provided
that if the Administrative Agent determines in good faith that adequate and fair
means do not exist for  ascertaining  the applicable  Eurodollar  Base Rate, the
"Eurodollar  Base Rate" shall mean,  at any time,  a rate per annum equal to the
higher of (a) the rate last  quoted by The Wall  Street  Journal  as the  latest
"U.S.  prime rate" or, if The Wall Street Journal ceases to quote such rate, the
highest  per annum  interest  rate  published  by the Federal  Reserve  Board in
Federal Reserve  Statistical Release H.15 (519) (Selected Interest Rates) as the
"bank prime loan" rate or, if such rate is no longer quoted therein, any similar
rate quoted therein (as determined by the  Administrative  Agent) or any similar
release by the Federal Reserve Board (as determined by the Administrative Agent)
and (b) the sum of 0.5% per annum and the Federal Funds Rate.

      "Eurodollar  Rate" means,  with respect to any Interest Period and for any
Loan, an interest rate per annum  determined as the ratio of (a) the  Eurodollar
Base Rate with respect to such Interest  Period for such Eurodollar Rate Loan to
(b)  the  difference   between  the  number  one  and  the  Eurodollar   Reserve
Requirements  with respect to such Interest  Period and for such Eurodollar Rate
Loan.


                                       10


      "Eurodollar  Rate Loan"  means any Loan that bears  interest  based on the
Eurodollar Rate.

      "Eurodollar  Reserve  Requirements"  means,  with  respect to any Interest
Period  and  for any  Eurodollar  Rate  Loan,  a rate  per  annum  equal  to the
aggregate,  without  duplication,  of the maximum rates  (expressed as a decimal
number) of reserve  requirements  in effect two (2)  Business  Days prior to the
first day of such Interest Period (including basic,  supplemental,  marginal and
emergency  reserves) under any regulations of the Federal Reserve Board or other
Governmental  Authority  having  jurisdiction  with respect thereto dealing with
reserve requirements  prescribed for eurocurrency funding (currently referred to
as  "eurocurrency  liabilities"  in Regulation D of the Federal  Reserve  Board)
maintained by a member bank of the United States Federal Reserve System.

      "Event of Default" has the meaning specified in Section 9.1.

      "Excess  Cash Flow"  means,  for any period,  (a)  Consolidated  EBITDA of
Borrower for such period minus, (b) without duplication,  (i) any cash principal
payment on the Loans and the First Lien Term Loans during such period (but only,
in the case of payment in respect of First Lien Revolving  Loans,  to the extent
that the First Lien Revolving Credit Commitments are permanently  reduced by the
amount of such payment) other than any mandatory prepayment required pursuant to
Section  2.8(a)  because of the  existence  of Excess  Cash Flow or  pursuant to
Section 2.8(b), but including,  without  limitation,  any mandatory  prepayments
made or required  pursuant  to Section  2.8 of the First Lien  Credit  Agreement
(excluding any portion of such mandatory  prepayments  which have been waived in
accordance  with the terms and  conditions of the First Lien Credit  Agreement),
(ii) any  scheduled  cash  principal  payment made by the Borrower or any of its
Subsidiaries  during such period on any  Capitalized  Lease  Obligation or other
Indebtedness  (but only, if such  Indebtedness may be reborrowed,  to the extent
such payment results in a permanent reduction in commitments thereof), (iii) any
Capital  Expenditure  made by Borrower or any of its  Subsidiaries,  during such
period to the extent permitted by this Agreement,  excluding the portion thereof
financed  with  long-term  Indebtedness  (other  than  the  Obligations)  or the
proceeds of the issuance or sale of Stock by the Borrower, (iv) the Consolidated
Cash Interest Expense of Borrower and its Subsidiaries for such period,  (v) any
cash paid during such period or payable  with  respect to such period to satisfy
obligations  for United States  federal  income taxes or other taxes measured by
net income,  (vi) any out-of-pocket costs and expenses of the Sponsor reimbursed
in cash by the Borrower to the Sponsor  under the  Management  Agreement  during
such period,  (vii) any cash paid or payable with respect to such period that is
included in the calculation of  Consolidated  EBITDA pursuant to clauses (b)(vi)
and (b)(vii) of the definition  thereof,  and (viii) any increase in the Working
Capital of Borrower  during such period  (measured as the excess of such Working
Capital at the end of such period over such Working  Capital at the beginning of
such  period) (or plus any  decrease in the Working  Capital of Borrower  during
such period  (measured as the excess of such Working Capital at the beginning of
such period over such Working Capital at the end thereof)), and plus (c) without
duplication,  to the extent included in the  calculation of Consolidated  EBITDA
pursuant to clause (b)(i) of the  definition  thereof,  any provision for United
States federal income taxes or other taxes measured by net income.

      "Excluded Foreign Subsidiary" means any Subsidiary of Borrower that is not
a  Domestic  Person  and in respect of which any of (a) the pledge of all of the
Stock of such  Subsidiary as Collateral  for the  Obligations,  (b) the grant by
such  Subsidiary  of a Lien  on  any  of its  property  as  Collateral  for  any
Obligation  of  Borrower  or  any  Subsidiary  thereof  or (c)  such  Subsidiary
incurring Guaranty Obligations with respect to any Obligation of the Borrower or
any Domestic  Person would,  in the good faith  judgment of Borrower,  result in
incremental adverse tax


                                       11


consequences to the Loan Parties and their Subsidiaries; provided, however, that
(x) the Administrative Agent and Borrower may agree that, despite the foregoing,
any such  Subsidiary  shall not be an "Excluded  Foreign  Subsidiary" and (y) no
such Subsidiary shall be an "Excluded Foreign Subsidiary" if, with substantially
similar  tax  consequences,  such  Subsidiary  has  entered  into  any  Guaranty
Obligations with respect to, such Subsidiary has granted a security  interest in
any of its  property  to secure,  or more than 66% of the  Voting  Stock of such
Subsidiary  was pledged to secure,  directly  or  indirectly,  any  Indebtedness
(other than the Obligations) of any Loan Party.

      "Extraordinary  Receipts"  means any cash received by any Group Member not
in the ordinary  course of business (and not  consisting of proceeds of Sales of
assets,  Indebtedness or Stock), from (i) foreign, United States, state or local
tax refunds,  (ii) pension plan  reversions,  (iii)  proceeds of insurance  (but
excluding (x) proceeds of business  interruption  insurance to the extent of the
actual out-of-pocket costs and expenses (including those relating to any damages
to  property)  incurred by such Group  Member in  connection  with the events to
which such  insurance  payments  relate and (y) any Property  Loss Event),  (iv)
judgments,  proceeds  of  settlements  or  other  consideration  of any  kind in
connection with any cause of action,  (v)  condemnation  awards (and payments in
lieu  thereof),  (vi)  indemnity  payments to the extent in excess of the actual
out-of-pocket  costs and expenses  (including  those  relating to any damages to
property)  incurred by such Group Member in connection  with the events to which
such indemnity payments relate,  (vii) any purchase price adjustment received in
connection  with  any  purchase   agreement  (other  than  any  working  capital
adjustment) and any amounts received from escrow arrangements in connection with
any purchase agreement, and (viii) any indemnity payment to the extent in excess
of the actual out-of-pockets costs and expenses (including those relating to any
damages to property) incurred by such Group Member in connection with the events
to which such indemnity  payments relate or purchase price or similar adjustment
(other  than  any  working  capital  adjustment)  pursuant  to the  Verizon  TRS
Acquisition Agreement and Hands On Merger Agreement.

      "Facility" means the Commitments and the provisions  herein related to the
Loans.

      "FCC" means the United  States  Federal  Communications  Commission or any
successor agency thereto.

      "Federal Funds Rate" means,  for any period,  a fluctuating  interest rate
per annum equal for each day during such period to the  weighted  average of the
rates on  overnight  federal  funds  transactions  with  members of the  Federal
Reserve  System  arranged  by  federal  funds  brokers,  as  determined  by  the
Administrative Agent in its sole discretion.

      "Federal  Reserve Board" means the Board of Governors of the United States
Federal Reserve System and any successor thereto.

      "Financial Statement" means each financial statement delivered pursuant to
Section 4.4(a) or 6.1.

      "First Lien  Administrative  Agent" means Churchill  Financial LLC, in its
capacity as  administrative  agent for the secured  parties under the First Lien
Loan  Documents,  or any successor  administrative  agent in accordance with the
terms thereof.

      "First Lien Agents" means First Lien  Administrative  Agent and First Lien
Collateral Agent, collectively.


                                       12


      "First Lien Collateral Agent" means Ableco Finance LLC, in its capacity as
collateral agent for the secured parties under the First Lien Loan Documents, or
any successor administrative agent in accordance with the terms thereof.

      "First Lien Credit Agreement" means the First Lien Credit Agreement, dated
as of the date hereof, among the Borrower,  the First Lien Administrative Agent,
the First Lien Collateral Agent and the other agents and lenders party thereto.

      "First Lien Loan Documents"  means the First Lien Credit Agreement and the
related guarantees, pledge agreements, security agreements, mortgages, notes and
other agreements and instruments  entered into in connection with the First Lien
Credit Agreement.

      "First Lien Loans" means the First Lien Revolving Loans and the First Lien
Term Loans.

      "First Lien  Obligations"  means the "Obligations" as defined in the First
Lien Credit Agreement.

      "First Lien Revolving Credit Commitments" shall mean the "Revolving Credit
Commitments"  under and as  defined  in the First Lien  Credit  Agreement  as in
effect on the date hereof.

      "First Lien  Revolving  Loans" means the  revolving  loans in an aggregate
principal  amount of up to  $15,000,000  made to the Borrower  from time to time
pursuant to the First Lien Credit Agreement.

      "First Lien Term  Loans"  means the term loans in an  aggregate  principal
amount of  $40,000,000  made to the Borrower on the Closing Date pursuant to the
First Lien Credit Agreement.

      "Fiscal  Quarter" means each three (3) fiscal month period ending on March
31, June 30, September 30 or December 31.

      "Fiscal Year" means each twelve month period ending on December 31.

      "GAAP" means generally accepted accounting principles in the United States
of  America,  as in effect  from time to time,  set  forth in the  opinions  and
pronouncements of the Accounting  Principles Board and the American Institute of
Certified  Public  Accountants,  in the  statements  and  pronouncements  of the
Financial  Accounting Standards Board and in such other statements by such other
entity  as may be in  general  use by  significant  segments  of the  accounting
profession  that  are  applicable  to  the  circumstances  as  of  the  date  of
determination. Subject to Section 1.3, all references to "GAAP" shall be to GAAP
applied  consistently  with  the  principles  used  in  the  preparation  of the
Financial Statements described in Section 4.4(a).

      "GoAmerica  Relay"  means  GoAmerica  Relay  Services  Corp.,  a  Delaware
corporation (formerly known as Acquisition 1 Corp.).

      "Governmental  Authority" means any nation,  sovereign or government,  any
state  or  other  political  subdivision  thereof,  any  agency,   authority  or
instrumentality  thereof  and any  entity  or  authority  exercising  executive,
legislative,  taxing,  judicial,  regulatory or  administrative  functions of or
pertaining to government, including any central bank, stock exchange, regulatory
body,  arbitrator,  public sector entity,  supra-national  entity (including the
European  Union  and  the


                                       13


European  Central  Bank) and any  self-regulatory  organization  (including  the
National Association of Insurance Commissioners).

      "Group   Members"   means,   collectively,   Borrower   and  each  of  its
Subsidiaries.

      "Group Members' Accountants" means any  nationally-recognized  independent
registered certified public accountants  acceptable to the Administrative Agent;
provided  that each of  WithumSmith  & Brown,  P.C.,  Grant  Thornton  LLP,  BDO
Seidman,  LLP,  Ernst & Young,  PricewaterhouseCoopers,  KPMG LLP and Deloitte &
Touche LLP shall be deemed to be acceptable to the Administrative Agent.

      "Guarantor"  means each other  Wholly  Owned  Subsidiary  of the  Borrower
listed on Schedule 4.3 that is not an Excluded Foreign Subsidiary and each other
Person that enters into any Guaranty  Obligation  with respect to any Obligation
of any Loan Party.  For the  avoidance of doubt  "Guarantor"  shall not refer to
Hands On until the effective time of the Hands On Merger.

      "Guaranty  and  Security  Agreement"  means a  second  lien  guaranty  and
security  agreement,   in  substantially  the  form  of  Exhibit  H,  among  the
Administrative  Agent,  the  Borrower  and  Guarantors  from time to time  party
thereto.

      "Guaranty  Obligation"  means,  as  applied to any  Person,  any direct or
indirect   liability,   contingent  or   otherwise,   of  such  Person  for  any
Indebtedness,  lease, dividend or other obligation (the "primary obligation") of
another Person (the "primary obligor"),  if the purpose or intent of such Person
in incurring such liability,  or the economic  effect  thereof,  is to guarantee
such primary  obligation  or provide  support or assurance to the holder of such
primary  obligation  or to protect or  indemnify  such holder  against loss with
respect  to such  primary  obligation,  including  (a) the  direct  or  indirect
guaranty,  endorsement  (other than for  collection  or deposit in the  ordinary
course of business), co-making,  discounting with recourse or sale with recourse
by such Person of any primary  obligation,  (b) the incurrence of  reimbursement
obligations with respect to any letter of credit or bank guarantee in support of
any primary obligation,  (c) the existence of any Lien, or any right, contingent
or  otherwise,  to receive a Lien,  on the property of such Person  securing any
part of any  primary  obligation  (but  only to the  extent of the value of such
property  securing such  obligation)  and (d) any liability of such Person for a
primary obligation through any Contractual  Obligation (contingent or otherwise)
or other  arrangement  (i) to purchase,  repurchase  or  otherwise  acquire such
primary  obligation or any security therefor or to provide funds for the payment
or discharge of such primary obligation (whether in the form of a loan, advance,
stock  purchase,  capital  contribution  or  otherwise),  (ii) to  maintain  the
solvency,  working  capital,  equity capital or any balance sheet item, level of
income or cash flow,  liquidity or financial  condition of any primary  obligor,
(iii) to make  take-or-pay  or similar  payments,  if  required,  regardless  of
non-performance  by any  other  party  to any  Contractual  Obligation,  (iv) to
purchase,  sell or lease (as lessor or lessee) any  property,  or to purchase or
sell  services,  primarily  for the purpose of enabling  the primary  obligor to
satisfy  such  primary  obligation  or to  protect  the  holder of such  primary
obligation  against loss or (v) to supply funds to or in any other manner invest
in, such primary obligor (including to pay for property or services irrespective
of whether such property is received or such services are  rendered);  provided,
however,  that "Guaranty  Obligations"  shall not include (x)  endorsements  for
collection  or  deposit  in the  ordinary  course of  business  and (y)  product
warranties given in the ordinary course of business.  The outstanding  amount of
any  Guaranty  Obligation  shall  equal the  outstanding  amount of the  primary
obligation so guaranteed or otherwise supported or, if lower, the stated maximum
reasonably  anticipated  amount for which such  Person may be liable  under such
Guaranty Obligation.


                                       14


      "Hands  On"  means  Hands  On  Video  Relay  Services,  Inc.,  a  Delaware
corporation.

      "Hands  On  Merger"  has  the  meaning  specified  in  clause  (ii) of the
definition of Acquisition.

      "Hands On Merger Agreement" means the Agreement and Plan of Merger,  dated
as of September,  12, 2007, as amended by the letter  agreements dated September
17, 2007, October 8, 2007, October 11, 2007, November 6, 2007, December 31, 2007
and January 8, 2008,  by and among  Borrower,  Merger Sub,  Hands On and Bill M.
McDonagh, as stockholder's agent.

      "Hazardous  Material"  means  any  substance,  material  or waste  that is
classified,  regulated or otherwise characterized under any Environmental Law as
hazardous,  toxic,  a  contaminant  or  a  pollutant,  including  mold,  mildew,
petroleum or any  fraction  thereof,  asbestos,  polychlorinated  biphenyls  and
radioactive substances.

      "Hedging  Agreement" means any Interest Rate Contract,  foreign  exchange,
swap, option or forward contract,  spot, cap, floor or collar  transaction,  any
other derivative  instrument and any other similar  speculative  transaction and
any other similar  agreement or  arrangement  designed to alter the risks of any
Person arising from fluctuations in any underlying variable.

      "Inactive  Subsidiaries"  means,  collectively (a)  Hotpaper.com,  Inc., a
Delaware   corporation;   (b)  Outback   Resource  Group,   Inc.,  a  California
corporation; and (c) HOSLS Acquisition Corporation, a California corporation.

      "Indebtedness"  of  any  Person  means,  without  duplication,  any of the
following,  whether or not matured: (a) all indebtedness for borrowed money, (b)
all obligations  evidenced by notes, bonds,  debentures or similar  instruments,
(c) all reimbursement and all obligations with respect to (i) letters of credit,
bank guarantees or bankers' acceptances or (ii) surety, customs,  reclamation or
performance bonds (in each case not related to judgments or litigation), (d) all
obligations to pay the deferred  purchase  price of property or services,  other
than  trade  payables  incurred  in the  ordinary  course of  business  that are
unsecured  and not overdue by more than 120 days unless being  contested in good
faith,  (e) all  obligations  created or arising under any  conditional  sale or
other title retention  agreement,  regardless of whether the rights and remedies
of the seller or lender under such agreement in the event of default are limited
to repossession or sale of such property,  (f) all Capitalized Lease Obligations
and the net  present  value  (discounted  at the Base  Rate as in  effect on the
Closing Date) of future rental  payments  under all  synthetic  leases,  (g) all
obligations,  whether or not contingent, to purchase, redeem, retire, defease or
otherwise  acquire for value, or pay any dividends or other amounts with respect
to, any of its own Stock or Stock  Equivalents (or any Stock or Stock Equivalent
of a direct or indirect parent entity thereof),  in each case, prior to the date
that is one year after the Scheduled Term Loan Maturity Date,  valued at, in the
case of redeemable  preferred  Stock,  the greater of the voluntary  liquidation
preference and the involuntary liquidation preference of such Stock plus accrued
and unpaid dividends (excluding, at any time on or prior to the ninetieth (90th)
day after the Closing  Date,  the  Preferred  Stock  outstanding  on the Closing
Date),  (h) all  payments  that would be  required  to be made in respect of any
Hedging Agreement in the event of a termination (including an early termination)
on the date of determination,  and (i) all Guaranty  Obligations for obligations
of any other Person  constituting  Indebtedness of such other Person;  provided,
however,  that  the  items in each of  clauses  (a)  through  (i);  above  shall
constitute  "Indebtedness"  of such  Person  solely to the  extent,  directly or
indirectly,  (x) such  Person is liable for any part of any such  item,  (y) any
such item is secured by a Lien on such Person's property or (z) any other Person
has a right,  contingent or otherwise, to cause such Person to become liable for
any  part  of  any  such  item  or to  grant  such a


                                       15


Lien. Any amount of any Indebtedness for which recourse is expressly  limited to
a specific asset shall be limited to the fair market value of such asset.

      "Indemnified Matter" has the meaning specified in Section 11.4.

      "Indemnitee" has the meaning specified in Section 11.4.

      "Initial  Projections"  means those  financial  projections  covering  the
Fiscal Years ending in 2008 through 2013,  delivered to the Administrative Agent
by Borrower prior to the date hereof and attached hereto as Exhibit J.

      "Intellectual  Property"  means  all  rights,  title and  interests  in or
relating to  intellectual  property and  industrial  property  arising under any
Requirement of Law and all IP Ancillary Rights relating  thereto,  including all
Copyrights,  Patents,  Trademarks,  Internet Domain Names,  Trade Secrets and IP
Licenses.

      "Intercreditor  Agreement" means the Intercreditor Agreement,  dated as of
the Closing Date,  substantially  in the form of Exhibit I, among the First Lien
Administrative  Agent, First Lien Collateral Agent and the Administrative Agent,
and acknowledged and agreed by the Borrower and the other Loan Parties.

      "Interest  Period" means,  with respect to any Loan, the period commencing
on the  later  of (A) the  date  such  Loan is made or (B) the  last  day of the
immediately preceding Interest Period therefor and, in each case, ending 1, 2, 3
or 6 months thereafter,  as selected by the Borrower pursuant hereto;  provided,
however,  that (a) if any Interest  Period would  otherwise end on a day that is
not a  Business  Day,  such  Interest  Period  shall  be  extended  to the  next
succeeding  Business Day, unless the result of such extension would be to extend
such Interest  Period into the next calendar  month, in which case such Interest
Period shall end on the  immediately  preceding  Business  Day, (b) any Interest
Period that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end
of such Interest Period) shall end on the last Business Day of a calendar month,
(c) the Borrower may not select any Interest  Period  ending after the Scheduled
Term Loan Maturity Date, (d) the Borrower may not select any Interest  Period in
respect of Loans having an aggregate  principal  amount of less than $100,000 or
integral multiples of $50,000 and (e) there shall be outstanding at any one time
no more than five (5) Interest Periods.

      "Interest  Rate  Contracts"  means  all  interest  rate  swap  agreements,
interest rate cap agreements,  interest rate collar agreements and interest rate
insurance.

      "Internet  Domain Names" means all rights,  title and  interests  (and all
related IP Ancillary Rights) arising under any Requirement of Law in or relating
to Internet domain names.

      "Investment"  means,  with respect to any Person,  directly or indirectly,
(a) to own, purchase or otherwise acquire, in each case whether  beneficially or
otherwise,  any  investment  in,  including any interest in, any Security of any
other  Person  (other than any evidence of any  Obligation),  (b) to purchase or
otherwise  acquire,  whether in one transaction or in a series of  transactions,
all or a  significant  part of the  property  of any other  Person or a business
conducted  by  any  other  Person  or  all or  substantially  all of the  assets
constituting the business of a division,  branch,  brand or other unit operation
of any other  Person,  (c) to incur,  or to remain  liable  under,  any Guaranty
Obligation for  Indebtedness of any other Person,  to assume the Indebtedness of
any other Person or to make, hold,  purchase or otherwise acquire,  in each case
directly or  indirectly,


                                       16


any deposit, loan, advance, commitment to lend or advance, or other extension of
credit  (including  by deferring or extending  the date of, in each case outside
the ordinary course of business,  the payment of the purchase price for Sales of
property or services to any other Person, to the extent such payment  obligation
constitutes  Indebtedness  of  such  other  Person),   excluding  deposits  with
financial  institutions  available for withdrawal on demand,  prepaid  expenses,
accounts  receivable  and  similar  items  created  in the  ordinary  course  of
business,  or (d) to make,  directly  or  indirectly,  any  contribution  to the
capital of any other Person.

      "IP Ancillary Rights" means, with respect to any Intellectual Property, as
applicable,  all  foreign  counterparts  to,  and all  divisionals,  reversions,
continuations,  continuations-in-part,  reissues,  reexaminations,  renewals and
extensions of, such Intellectual  Property and all income,  royalties,  proceeds
and  Liabilities at any time due or payable or asserted under or with respect to
any of the foregoing or otherwise  with respect to such  Intellectual  Property,
including all rights to sue or recover at law or in equity for any past, present
or  future  infringement,   misappropriation,   dilution,   violation  or  other
impairment  thereof,  and,  in each  case,  all  rights to  obtain  any other IP
Ancillary Right.

      "IP  License"  means  all  Contractual  Obligations  (and all  related  IP
Ancillary  Rights),  whether  written  or oral,  granting  any  right  title and
interest in or relating to any Intellectual Property.

      "IRS"  means the  Internal  Revenue  Service of the United  States and any
successor thereto.

      "L/C Cash  Collateral  Account" has the meaning given thereto in the First
Lien Credit Agreement as in effect on the date hereof.

      "Lender" means,  collectively,  any financial  institution or other Person
that (a) is listed on the signature  pages hereof as a "Lender" or (b) from time
to time  becomes a party  hereto  pursuant to Section  11.2 by  execution  of an
Assignment, in each case together with its successors.

      "Liabilities"  means  all  claims,  actions,  suits,  judgments,  damages,
losses, liability, obligations, fines, penalties, sanctions, costs, fees, taxes,
commissions,  charges,  disbursements and expenses,  in each case of any kind or
nature  (including  interest  accrued  thereon or as a result  thereto and fees,
charges  and   disbursements   of  financial,   legal  and  other  advisors  and
consultants),  whether joint or several,  whether or not  indirect,  contingent,
consequential, actual, punitive, treble or otherwise.

      "Lien"  means  any  mortgage,   deed  of  trust,  pledge,   hypothecation,
assignment, charge, deposit arrangement,  encumbrance, easement, lien (statutory
or  other),  security  interest  or other  security  arrangement  and any  other
preference,   priority  or  preferential  arrangement  of  any  kind  or  nature
whatsoever,  including any  conditional  sale contract or other title  retention
agreement,  the interest of a lessor under a Capital  Lease and any synthetic or
other  financing lease having  substantially  the same economic effect as any of
the foregoing.

      "Loan" has the meaning specified in Section 2.1(b).

      "Loan  Documents"  means,  collectively,  this Agreement,  any Notes,  the
Guaranty and Security Agreement, the Intercreditor Agreement, the Mortgages, the
Control  Agreements and, when executed,  each document  executed by a Loan Party
and delivered to the  Administrative  Agent or any Lender in connection  with or
pursuant  to  any  of  the  foregoing  or the  Obligations,  together  with  any
modification of any term, or any waiver with respect to, any of the foregoing.


                                       17


      "Loan Party" means the Borrower and each Guarantor.

      "Management Agreement" means the Expense Reimbursement Agreement, dated as
of the Closing Date, between Borrower and Sponsor.

      "Material  Adverse  Effect" means an effect that results in or causes,  or
could reasonably be expected to result in or cause, a material adverse change in
any of (a) the  condition  (financial  or  otherwise),  business,  operations or
property of the  Borrower  or of the Group  Members,  taken as a whole,  (b) the
ability of any Loan Party to perform its obligations under any Loan Document and
(c) the  validity  or  enforceability  of any Loan  Document  or the  rights and
remedies of the Administrative  Agent, the Lenders and the other Secured Parties
under any Loan Document.

      "Material  Contract" means the Stellar Nordia Managed Services  Agreement,
the Verizon Facilities Use Agreement,  Verizon IP Licensing  Agreement,  Verizon
Transition Services Agreement and all other contracts or agreements to which any
Group Member is a party as to which the breach, nonperformance,  cancellation or
failure to renew by any party  thereto  could  reasonably  be  expected to have,
either  individually or in the aggregate,  a Material  Adverse Effect.  The term
"Material  Contract"  does not include the Loan Documents or the First Lien Loan
Documents.

      "Material  Environmental   Liabilities"  means  Environmental  Liabilities
exceeding $250,000 in the aggregate.

      "Material Intellectual Property" means Intellectual Property that is owned
by or  licensed  to a Group  Member and is material to the conduct of any of the
Group  Member's  business  or, with  respect to  Intellectual  Property  that is
licensed to a Group  Member,  would  require  payments in excess of $250,000 per
annum for the license thereof.

      "Merger Sub" means HOVRS Acquisition Corporation, a Delaware corporation.

      "Moody's" means Moody's Investors Service, Inc.

      "Mortgage" means any mortgage, deed of trust or other document executed or
required  herein to be  executed  by any Loan  Party  and  granting  a  security
interest over real property in favor of the Administrative Agent as security for
the Obligations.

      "Mortgage Supporting  Documents" means, with respect to any Mortgage for a
parcel of owned real  property,  each  document  (including  title  policies  or
marked-up unconditional insurance binders (in each case, together with copies of
all documents referred to therein), maps, ALTA (or TLTA, if applicable) as-built
surveys  (in form and as to date that is  sufficiently  acceptable  to the title
insurer  issuing  title  insurance  to the  Administrative  Agent for such title
insurer to deliver  endorsements to such title insurance as reasonably requested
by the Administrative Agent), environmental assessments and reports and evidence
regarding  recording and payment of fees,  insurance premium and taxes) that the
Administrative  Agent may  reasonably  request,  to create,  register,  perfect,
maintain,  evidence the existence,  substance,  form or validity of or enforce a
valid lien on such parcel of real property in favor of the Administrative  Agent
for the benefit of the Secured Parties, subject only to Permitted Liens or other
Liens as the Administrative Agent may approve.

      "Multiemployer  Plan" means any multiemployer  plan, as defined in Section
400l(a)(3)  of ERISA,  to which any ERISA  Affiliate is making,  is obligated to
make or has made or been


                                       18


obligated  to make  within  the last six (6) years,  contributions  on behalf of
participants  who are or were  employed  or  otherwise  has  any  obligation  or
liability, contingent or otherwise.

      "Net Cash Proceeds" means proceeds  received in cash from (a) any Sale of,
or Property Loss Event with respect to, property,  net of (i) the customary cash
costs,  fees and expenses paid or required to be paid in  connection  therewith,
(ii) taxes paid or reasonably estimated to be payable as a result thereof, (iii)
any  amount  required  to be paid or  prepaid on  Indebtedness  (other  than the
Obligations and Indebtedness  owing to any Group Member) secured by the property
subject  thereto (iv) amounts of any  reserves  established  as required by GAAP
against  liabilities in connection with such Sale or Property Loss Event so long
as such  reserves  are  maintained  or (b) any  sale or  issuance  of  Stock  or
incurrence  of  Indebtedness,  in  each  case  net of  brokers',  advisors'  and
investment  banking fees and other customary  underwriting  discounts,  transfer
taxes paid or payable in connection  therewith,  commissions and other customary
cash costs,  fees and expenses,  in each case  incurred in connection  with such
transaction;   provided,  however,  that  any  such  proceeds  received  by  any
Subsidiary of Borrower that is not a Wholly Owned  Subsidiary of Borrower  shall
constitute  "Net Cash Proceeds"  only to the extent of the aggregate  direct and
indirect beneficial ownership interest of Borrower therein.

      "Non-U.S.  Lender  Party"  means each of the  Administrative  Agent,  each
Lender,  each SPV and each  participant,  in each  case  that is not a  Domestic
Person.

      "Note" means a promissory note of the Borrower,  in substantially the form
of Exhibit B,  payable to the order of a Lender in a principal  amount  equal to
the aggregate initial principal amount of the Loans made by such Lender.

      "Obligations"  means,  with  respect  to  any  Loan  Party,  all  amounts,
obligations,  liabilities,  covenants  and duties of every type and  description
owing by such Loan Party to the  Administrative  Agent,  any  Lender,  any other
Indemnitee,  any  participant or any SPV arising out of, under, or in connection
with,  any Loan  Document,  whether  direct or indirect  (regardless  of whether
acquired by assignment),  absolute or contingent,  due or to become due, whether
liquidated or not, now existing or hereafter arising and however  acquired,  and
whether  or not  evidenced  by any  instrument  or for  the  payment  of  money,
including,  without  duplication,  (a) if such Loan Party is the  Borrower,  all
Loans,  (b) all  interest,  whether  or not  accruing  after  the  filing of any
petition  in  bankruptcy   or  after  the   commencement   of  any   insolvency,
reorganization or similar proceeding, and whether or not a claim for post-filing
or post-petition  interest is allowed in any such proceeding,  and (c) all other
fees, expenses (including reasonable fees, charges and disbursement of counsel),
interest,   commissions,   charges,   costs,   disbursements,   indemnities  and
reimbursement  of  amounts  paid and other  sums  chargeable  to such Loan Party
pursuant to any Loan Document.

      "Other Taxes" has the meaning specified in Section 2.17(c).

      "Participant Register" has the meaning specified in Section 2.14(a).

      "Patents"  means all  rights,  title and  interests  (and all  related  IP
Ancillary Rights) arising under any Requirement of Law in or relating to letters
patent and applications therefor.

      "Payoff  Debt" means the  Indebtedness  described  on Schedule  8.1B which
shall be paid in full (other than contingent  indemnification  obligations as to
which no claim has been asserted) on the Closing Date.


                                       19


      "Payoff Debt  Documents"  means the credit  agreement,  indenture or other
documents evidencing or governing the Payoff Debt.

      "PBGC" means the United States Pension  Benefit  Guaranty  Corporation and
any successor thereto.

      "Pension  Plan" means an  "employee  benefit  pension  plan"  described in
Section 3(2) of ERISA.

      "Permit"  means,  with  respect  to  any  Person,  any  permit,  approval,
authorization, license, registration, certificate, concession, grant, franchise,
variance or permission  from, and any other  Contractual  Obligations  with, any
Governmental  Authority, in each case whether or not having the force of law and
applicable  to or binding  upon such  Person or any of its  property or to which
such Person or any of its property is subject.

      "Permitted  Acquisition" means any Proposed Acquisition satisfying each of
the following conditions:  (a) the aggregate amounts payable in connection with,
and other  consideration for (in each case,  including all transaction costs and
all Indebtedness,  liabilities and Guaranty  Obligations  incurred or assumed in
connection  therewith or otherwise reflected in a Consolidated  balance sheet of
Borrower and the Proposed  Acquisition  Target and  including  any "earnout" and
similar payment obligations),  such Proposed Acquisition and all other Permitted
Acquisitions (other than the Acquisition) consummated on or prior to the date of
the  consummation  of such  Proposed  Acquisition  ("Purchase  Price") shall not
exceed the following  amounts (A)  excluding  any portion of the Purchase  Price
paid  through  the  issuance  of Stock of the  Borrower,  for any one  Permitted
Acquisition  (other than the  acquisition  identified  on Schedule P-1 hereto so
long as it is  consummated  in 2008),  $5,000,000  for the  Fiscal  Year  ending
December 31, 2008,  $7,500,000 for the Fiscal Year ending December 31, 2009, and
thereafter  $10,000,000,  (B) excluding  any portion of the Purchase  Price paid
through  the  issuance  of  Stock  of the  Borrower,  in the  aggregate  for all
Permitted  Acquisitions  consummated  after  the  Closing  Date,  the sum of (1)
$10,000,000,  and  (2) if  the  Consolidated  EBITDA  of  the  Borrower  exceeds
$20,000,000 for any twelve-month period beginning after the Closing Date, 50% of
the aggregate  Excess Cash Flow for the period after the Closing Date to the end
of the latest  Fiscal  Quarter,  and (C)  including  any portion of the Purchase
Price paid through the issuance of Stock of the Borrower,  for any one Permitted
Acquisition,  $20,000,000,  (b) the  Administrative  Agent  shall have  received
reasonable  advance notice of such Proposed  Acquisition  including a reasonably
detailed  description thereof at least 15 days prior to the consummation of such
Proposed  Acquisition (or such later date as may be agreed by the Administrative
Agent)  and  on  or  prior  to  the  date  of  such  Proposed  Acquisition,  the
Administrative Agent shall have received copies of the acquisition agreement and
related  Contractual   Obligations  and  other  documents  (including  financial
information and analysis,  environmental  assessments and reports,  opinions and
certificates, if any, and lien searches) and information reasonably requested by
the Administrative  Agent, (c) as of the date of consummation of any transaction
as part of such Proposed Acquisition and after giving effect to all transactions
to  occur  on  such  date  as  part  of  such  Proposed  Acquisition,   (1)  the
representations  and warranties set forth in any Loan Document shall be true and
correct or, to the extent such  representations and warranties  expressly relate
to an earlier  date,  on and as of such earlier date and (2) no Default or Event
of Default shall be continuing, (d) such Proposed Acquisition shall only involve
assets  primarily  located in the United  States and  comprising a business,  or
those assets of a business,  or substantially of the type engaged in by the Loan
Parties  as of the  Closing  Date and  reasonable  extensions  thereof,  (e) the
Proposed  Acquisition  Target shall not be projected to incur an operating  loss
for the one year  period  following  the date of the  Proposed  Acquisition,  as
determined  based upon the Acquisition Pro Forma for such Proposed  Acquisition,


                                       20


(f) at or prior to the closing of any Proposed  Acquisition,  the Administrative
Agent will be granted a second  priority  perfected Lien in all assets  acquired
pursuant thereto or in the assets and Stock of the Proposed  Acquisition  Target
to the extent  required under Section 7.10, and Loan Parties shall have executed
such  documents  and taken such  actions as may be  reasonably  required  by the
Administrative  Agent in connection  therewith,  and (g) the Borrower shall have
delivered  to the  Administrative  Agent  and  Lenders,  in form  and  substance
reasonably satisfactory to Administrative Agent:

      (1)   a pro forma  consolidated  balance sheet,  income statement and cash
            flow statement of Borrower and its  Subsidiaries  (the  "Acquisition
            Pro Forma"),  based on recent financial  statements,  which shall be
            complete  and shall  fairly  present in all  material  respects  the
            assets,  liabilities,  financial condition and results of operations
            of  Borrower  and  its   Subsidiaries   in   accordance   with  GAAP
            consistently   applied,   but  taking  into  account  such  Proposed
            Acquisition  and the funding of all Loans in  connection  therewith,
            and such  Acquisition  Pro Forma shall  reflect that, on a Pro Forma
            Basis  as of the  last  day of the last  Fiscal  Quarter  for  which
            Financial  Statements  have been delivered  hereunder  (after giving
            effect  to  such  Proposed  Acquisition  and  all  Loans  funded  in
            connection  therewith  as if made on the first day of such  period),
            the  Borrower  would  have  been in  compliance  with the  financial
            covenants set forth in Article V;

      (2)   for any one Permitted  Acquisition having a Purchase Price in excess
            of  $4,000,000,  updated  versions  of the most  recently  delivered
            Projections  covering  the 3 year period  commencing  on the date of
            such Proposed  Acquisition and otherwise prepared in accordance with
            the  Projections  (the  "Acquisition  Projections")  and based  upon
            historical  financial data of a recent date reasonably  satisfactory
            to   Administrative   Agent,   taking  into  account  such  Proposed
            Acquisition; and

      (3)   a certificate of a senior  financial  officer of the Borrower to the
            effect that: (x) the  Acquisition  Pro Forma fairly  presents in all
            material  respects the  financial  condition of the Borrower and its
            Subsidiaries (on a consolidated  basis) as of the date thereof after
            giving  effect  to the  Proposed  Acquisition,  (y) the  Acquisition
            Projections are reasonable good faith estimates by management of the
            Borrower of the future financial performance of the Borrower and its
            Subsidiaries   subsequent   to  the  date  thereof  based  upon  the
            historical  performance of Borrower and its  Subsidiaries  and based
            upon available  information for the Proposed  Acquisition Target and
            show, based on such Projections,  that Borrower and its Subsidiaries
            shall continue to be in compliance with the financial  covenants set
            forth in Article V for the twelve-month  period thereafter,  and (z)
            Borrower and its  Subsidiaries  have  completed  their due diligence
            investigation  with respect to the Proposed  Acquisition  Target and
            such Proposed  Acquisition,  which  investigation was conducted in a
            manner  similar to that which would have been conducted by a prudent
            purchaser  of  a  comparable  business  and  the  results  of  which
            investigation were delivered to Administrative Agent and Lenders.

      "Permitted  Indebtedness"  means any Indebtedness of any Group Member that
is not prohibited by Section 8.1 or any other provision of any Loan Document.

      "Permitted  Investment"  means any  Investment of any Group Member that is
not prohibited by Section 8.3 or any other provision of any Loan Document.


                                       21


      "Permitted  Lien" means any Lien on or with respect to the property of any
Group Member that is not prohibited by Section 8.2 or any other provision of any
Loan Document.

      "Permitted  Refinancing"  means  Indebtedness  constituting a refinancing,
extension  of  maturity  or  other  modifications  of  the  terms  of  Permitted
Indebtedness that (a) has an aggregate  outstanding principal amount not greater
than the aggregate  principal  amount of such Permitted  Indebtedness  (plus the
amount of any premiums or penalties and accrued unpaid interest paid thereon and
reasonable fees and expenses,  in each case  associated  with such  Indebtedness
being refinanced) outstanding at the time of such refinancing or extension,  (b)
has a weighted average maturity  (measured as of the date of such refinancing or
extension)  no  shorter  than that of such  Permitted  Indebtedness,  (c) is not
entered into as part of a Sale and Leaseback transaction,  (d) is not secured by
any property or any Lien other than those securing such  Permitted  Indebtedness
(and with  respect  to any  Permitted  Refinancing  of the First  Lien  Loans is
subject to the  Intercreditor  Agreement) and (e) taken as a whole, is otherwise
no less favorable in any material  respect to the Group  Members,  than those of
such  Permitted  Indebtedness;  provided,  however,  that,  notwithstanding  the
foregoing,  (x) the terms of such Permitted Indebtedness may be modified as part
of such  Permitted  Refinancing if such  modification  would have been permitted
pursuant to Section 8.11 and (y) no Guaranty  Obligation  for such  Indebtedness
shall  constitute  part of such Permitted  Refinancing  unless similar  Guaranty
Obligations with respect to such Permitted  Indebtedness existed and constituted
Permitted  Indebtedness prior to such refinancing or extension.  Notwithstanding
anything to the  contrary  contained  in this  definition,  any  refinancing  or
modification  of the terms of the First Lien  Obligations in compliance with the
Intercreditor Agreement shall constitute a "Permitted Refinancing" hereunder.

      "Permitted  Reinvestment"  means, with respect to the Net Cash Proceeds of
any Sale or Property  Loss Event,  to acquire (or make Capital  Expenditures  to
finance the acquisition,  repair, improvement or construction of), to the extent
not prohibited hereunder, property useful in the business of the Borrower or any
of its  Subsidiaries  or, if such Property Loss Event involves loss or damage to
property,  to  repair  such  loss or damage  or  replace  such  lost or  damaged
property.

      "Person"  means any  individual,  partnership,  corporation  (including  a
business trust and a public benefit corporation),  joint stock company,  estate,
association, firm, enterprise, trust, limited liability company,  unincorporated
association, joint venture and any other entity or Governmental Authority.

      "Preferred  Stock" means the Series A Preferred Stock (par value $0.01 per
share) of the Borrower.

      "Preferred  Stock  Purchase  Agreement"  means the  Amended  and  Restated
Preferred Stock Purchase Agreement,  dated September 12, 2007, as amended by the
letter  agreement,  dated January 1, 2008 and Amendment No. 1, dated January 10,
2008, by and among the Borrower and the Equity Investors.

      "Pro Forma Balance Sheet" has the meaning specified in Section 4.4(d).

      "Pro Forma Basis" means,  with respect to any determination for any period
and any Pro Forma Transaction,  that such determination  shall be made by giving
pro forma effect to each such Pro Forma  Transaction,  as if each such Pro Forma
Transaction  had been  consummated  on the  first day of such  period,  based on
historical  results  accounted  for in  accordance  with GAAP and, to the extent
applicable,  reasonable assumptions that are specified in detail in the relevant
Compliance


                                       22


Certificate,   Financial   Statement   or  other   document   provided   to  the
Administrative  Agent or any Lender in connection  herewith in  accordance  with
Regulation S-X of the Securities Act of 1933.

      "Pro Forma Transaction"  means any transaction  consummated as part of any
Permitted Acquisition, together with each other transaction relating thereto and
consummated  in connection  therewith,  including any incurrence or repayment of
Indebtedness.

      "Projections"  means,  collectively,   the  Initial  Projections  and  any
document delivered pursuant to Section 6.1(f).

      "Property Loss Event" means, with respect to any property,  any loss of or
damage to such property or any taking of such property or condemnation thereof.

      "Proposed   Acquisition"  means  (a)  any  proposed  acquisition  that  is
consensual and approved by the board of directors (or other applicable governing
body) of the applicable Proposed Acquisition Target, of all or substantially all
of the assets or Stock of such  Proposed  Acquisition  Target by the Borrower or
any Subsidiary (that is a Loan Party) of the Borrower or (b) any proposed merger
of any Proposed  Acquisition  Target with or into the Borrower or any Subsidiary
(that is a Loan Party) of the  Borrower  (and,  in the case of a merger with the
Borrower, with the Borrower being the surviving corporation).

      "Proposed  Acquisition  Target"  means any  Person or any  brand,  line of
business,  division,  branch,  operating division or other unit operation of any
Person.

      "Pro Rata  Outstandings"  of any Lender at any time means the  outstanding
principal amount of the Loans owing to such Lender.

      "Pro Rata  Share"  means,  with  respect  to any  Lender at any time,  the
percentage  obtained  by  dividing  the  sum of the  Commitments  (or,  if  such
Commitments are terminated,  the Pro Rata  Outstandings)  of such Lender then in
effect  hereunder by (b) the sum of the Commitments (or, if such Commitments are
terminated,  the Pro Rata Outstandings) of all Lenders hereunder then in effect;
provided,   however,  that,  if  there  are  no  Commitments  and  no  Pro  Rata
Outstandings,  such Lender's Pro Rata Share shall be determined based on the Pro
Rata Share  most  recently  in effect,  after  giving  effect to any  subsequent
assignment  and any subsequent  non-pro rata payments of any Lender  pursuant to
Section 2.18.

      "Register" has the meaning specified in Section 2.14(b).

      "Registered Loan" has the meaning specified in Section 2.14(c).

      "Regulatory Authority" has the meaning specified in Section 4.24.

      "Regulatory Permits" has the meaning specified in Section 4.24.

      "Reinvestment  Prepayment  Amount"  means,  with  respect  to any Net Cash
Proceeds on the  Reinvestment  Prepayment Date therefor,  the amount of such Net
Cash Proceeds less any amount paid or required to be paid by any Group Member to
make  Permitted  Reinvestments  with  such  Net  Cash  Proceeds  pursuant  to  a
Contractual  Obligation entered into prior to such Reinvestment  Prepayment Date
with any Person that is not an Affiliate of the Borrower.


                                       23


      "Reinvestment  Prepayment Date" means,  with respect to any portion of any
Net Cash  Proceeds of any Sale or Property  Loss Event,  the earliest of (a) the
180th day after the  completion  of the  portion of such Sale or  Property  Loss
Event  corresponding  to such Net Cash  Proceeds,  (b) the date that is five (5)
Business  Days  after the date on which the  Borrower  shall have  notified  the
Administrative  Agent  of the  Borrower's  determination  not to make  Permitted
Reinvestments  with such Net Cash  Proceeds and (c) five (5) Business Days after
the delivery of a notice by the Administrative  Agent or the Required Lenders to
the Borrower during the continuance of any Event of Default.

      "Related Documents" means,  collectively,  the Acquisition Documents,  the
First  Lien Loan  Documents,  the Equity  Investors  Investment  Documents,  the
Management  Agreement,  each  payoff  letter  with  respect to the  Payoff  Debt
executed and delivered to the  Administrative  Agent in connection  with Section
3.1(d) and each other document  executed with respect to any of the foregoing or
any  Related  Transaction  (including  any  employment,  consulting  or  similar
agreement with any member of senior management).

      "Related Party Assignment" has the meaning specified in Section 11.2(c).

      "Related Party Register" has the meaning specified in Section 2.14(b).

      "Related Person" means, with respect to any Person, each Affiliate of such
Person and each director,  officer,  employee,  agent, trustee,  representative,
attorney,  accountant and each insurance,  environmental,  legal,  financial and
other advisor  (including  those retained in connection with the satisfaction or
attempted  satisfaction  of any  condition  set forth in Article  III) and other
consultants and agents of or to such Person or any of its  Affiliates,  together
with,  if such  Person  are the  Administrative  Agent,  each  other  Person  or
individual  designated,  nominated  or  otherwise  mandated  by or  helping  the
Administrative  Agent  pursuant to and in  accordance  with  Section 10.4 or any
comparable provision of any Loan Document.

      "Related  Transactions"  means,  collectively,  the  consummation  of  the
Acquisition,  the  entering  into  of the  First  Lien  Loan  Documents  and the
borrowing  of the First  Lien Term Loans  thereunder,  the  consummation  of the
Equity  Investors  Equity  Investment,  the  refinancing of the Payoff Debt, the
execution  and delivery of all Related  Documents and the payment of all related
fees, costs and expenses.

      "Release" means any release, threatened release, spill, emission, leaking,
pumping, pouring,  emitting,  emptying,  escape, injection,  deposit,  disposal,
discharge,  dispersal, dumping, leaching or migration of Hazardous Material into
or through the environment.

      "Remedial   Action"   means  all   actions   required   under   applicable
Environmental  Laws to (a) clean up,  remove,  treat or in any other way address
any  Hazardous  Material  in the indoor or outdoor  environment,  (b) prevent or
minimize any Release so that a Hazardous  Material  does not migrate or endanger
or  threaten  to  endanger  public  health or  welfare  or the indoor or outdoor
environment  or  (c)  perform   pre-remedial   studies  and  investigations  and
post-remedial monitoring and care with respect to any Hazardous Material.

      "Required  Lenders"  means,  at any time,  Lenders  having at such time in
excess of 50% of the sum of the aggregate  Commitments  (or, if such Commitments
are terminated,  the Pro Rata  Outstandings) then in effect,  ignoring,  in such
calculation,  the  amounts  held by any  non-funding  Lender  under  Section 2.2
hereof.


                                       24


      "Requirements of Law" means, with respect to any Person, collectively, the
common  law  and  all  federal,   state,   local,   foreign,   multinational  or
international laws, statutes, codes, treaties, standards, rules and regulations,
guidelines,   ordinances,   orders,  judgments,   writs,  injunctions,   decrees
(including  administrative  or  judicial  precedents  or  authorities)  and  the
interpretation   or  administration   thereof  by,  and  other   determinations,
directives,  requirements or requests of, any  Governmental  Authority,  in each
case  whether  or not  having  the  force of law and that are  applicable  to or
binding  upon such Person or any of its  property or to which such Person or any
of its property is subject.

      "Responsible  Officer"  means,  with  respect  to any  Person,  any of the
president, chief executive officer, treasurer, assistant treasurer,  controller,
managing  member or  general  partner of such  Person  but,  in any event,  with
respect to financial matters, any such officer that is responsible for preparing
the Financial  Statements delivered hereunder and, with respect to the Corporate
Chart and other  documents  delivered  pursuant  to  Section  6.1(e),  documents
delivered on the Closing Date and documents  delivered pursuant to Section 7.10,
the  secretary  or  assistant  secretary  of such  Person or any  other  officer
responsible for maintaining the corporate and similar records of such Person.

      "Restricted   Payment"   means  (a)  any  dividend,   return  of  capital,
distribution or any other payment, whether direct or indirect (including through
the  use  of  Hedging  Agreements,   the  making,  repayment,   cancellation  or
forgiveness of Indebtedness and similar Contractual  Obligations) and whether in
cash,  Securities or other property, on account of any Stock or Stock Equivalent
of any Group Member, in each case now or hereafter  outstanding,  including with
respect to a claim for  rescission of a Sale of such Stock or Stock  Equivalent,
(b) any redemption, retirement, termination,  defeasance, cancellation, purchase
or other acquisition for value,  whether direct or indirect  (including  through
the  use  of  Hedging  Agreements,   the  making,  repayment,   cancellation  or
forgiveness of Indebtedness and similar Contractual  Obligations),  of any Stock
or Stock Equivalent of any Group Member, now or hereafter  outstanding,  and any
payment  or  other  transfer  setting  aside  funds  for  any  such  redemption,
retirement,  termination,  cancellation,  purchase or other acquisition, whether
directly  or  indirectly  and  whether  to a sinking  fund,  a  similar  fund or
otherwise and (c) any payment of a consulting or management fee (or other fee of
a similar nature) or out-of-pocket expenses in connection therewith by any Group
Member to any holder of Stock of such Group Member or its Affiliates.

      "Retiree  Welfare  Plan" means,  at any time, a Welfare Plan that provides
for continuing  coverage or benefits for any participant or any beneficiary of a
participant  after such  participant's  termination  of  employment,  other than
continuation  coverage provided pursuant to Section 4980B of the Code and at the
sole expense of the participant or the beneficiary of the participant.

      "Revolver  Availability" shall have the meaning given thereto in the First
Lien Credit Agreement as in effect on the date hereof.

      "S&P" means Standard & Poor's Rating Services.

      "Sale and Leaseback  Transaction"  means,  with respect to any Person (the
"obligor"),  any  Contractual  Obligation  or other  arrangement  with any other
Person  (the  "counterparty")  consisting  of a  lease  by such  obligor  of any
property that, directly or indirectly,  has been or is to be Sold by the obligor
to such  counterparty or to any other Person to whom funds have been advanced by
such counterparty  based on a Lien on, or an assignment of, such property or any
obligations of such obligor under such lease.


                                       25


      "Sales Disclosure Materials" has the meaning specified in Section 4.24.

      "Scheduled Term Loan Maturity Date" means January 10, 2015.

      "Secured  Hedging  Agreement"  means any Hedging  Agreement that meets the
requirements of Section 8.1(e).

      "Secured Parties" means the Lenders, the Administrative  Agent, each other
Indemnitee and any other holder of any Obligation of any Loan Party.

      "Security" means all Stock, Stock Equivalents,  voting trust certificates,
bonds,  debentures,  instruments and other evidence of Indebtedness,  whether or
not secured, convertible or subordinated, all certificates of interest, share or
participation  in, all  certificates  for the  acquisition of, and all warrants,
options and other rights to acquire, any Security.

      "Sell" means,  with respect to any property,  to sell,  convey,  transfer,
assign,  license,  lease or  otherwise  dispose of, any  interest  therein or to
permit any Person to acquire any such interest, including, in each case, through
a Sale and  Leaseback  Transaction  or through a sale,  factoring  at  maturity,
collection  of or other  disposal,  with or  without  recourse,  of any notes or
accounts  receivable.   Conjugated  forms  thereof  and  the  noun  "Sale"  have
correlative meanings.

      "Solvent"   means,   with  respect  to  any  Person  as  of  any  date  of
determination, that, as of such date, (a) the value of the assets of such Person
(both at fair value and present fair  saleable  value) is greater than the total
amount of liabilities  (including  contingent and  unliquidated  liabilities) of
such Person,  (b) such Person is able to pay all  liabilities  of such Person as
such  liabilities  mature and (c) such Person does not have  unreasonably  small
capital.  In computing the amount of contingent or  unliquidated  liabilities at
any time, such liabilities shall be computed at the amount that, in light of all
the facts and  circumstances  existing at such time,  represents the amount that
can reasonably be expected to become an actual or matured liability.

      "Sponsor" means CCP A, L.P., a Delaware limited partnership.

      "SPV" means any special purpose  funding  vehicle  identified as such in a
writing by any Lender to the Administrative Agent.

      "SPV Register" has the meaning specified in Section 2.14(a).

      "Stellar Nordia Managed  Services  Agreement"  means the Managed  Services
Agreement,  dated  August 1,  2007,  between  Stellar  Nordia  Services  LLC and
GoAmerica  Relay, as amended by Amendment No.1,  dated October 18, 2007, and the
Amendment thereto dated November 13, 2007.

      "Stock" means all shares of capital stock  (whether  denominated as common
stock  or  preferred  stock),  equity  interests,  beneficial,   partnership  or
membership interests, joint venture interests, participations or other ownership
or profit interests in or equivalents  (regardless of how designated) of or in a
Person (other than an individual), whether voting or non-voting.

      "Stock Equivalents" means all securities  convertible into or exchangeable
for Stock or any other  Stock  Equivalent  and all  warrants,  options  or other
rights to purchase,  subscribe  for or otherwise  acquire any Stock or any other
Stock  Equivalent,  whether  or  not  presently  convertible,   exchangeable  or
exercisable.


                                       26


      "Subordinated  Debt" means any  Indebtedness  that is  subordinated to the
payment in full of the  Obligations on terms and conditions  satisfactory to the
Administrative Agent.

      "Subsidiary"   means,  with  respect  to  any  Person,   any  corporation,
partnership,  joint venture,  limited  liability  company,  association or other
entity, the management of which is, directly or indirectly, controlled by, or of
which an aggregate of more than 50% of the  outstanding  Voting Stock is, at the
time, owned or controlled  directly or indirectly by, such Person or one or more
Subsidiaries of such Person.

      "Substitute Lender" has the meaning specified in Section 2.18(a).

      "SWDA" means the Solid Waste Disposal Act (42 U.S.C. ss.ss. 6901 et seq.).

      "Tax Affiliate"  means,  (a) the Borrower and its Subsidiaries and (b) any
Affiliate of the Borrower  with which the Borrower  files or is eligible to file
consolidated, combined or unitary tax returns.

      "Tax Return" has the meaning specified in Section 4.8.

      "Taxes" has the meaning specified in Section 2.17(a).

      "Title IV Plan" means a Pension Plan  subject to Title IV of ERISA,  other
than a Multiemployer Plan, to which any ERISA Affiliate  maintains,  sponsors or
contributes  to or has  maintained,  sponsored or contributed to within the last
six (6) years or  otherwise  has any  obligation  or  liability,  contingent  or
otherwise.

      "T-Mobile"  means  T-Mobile  USA,  Inc.,  a  Delaware  corporation,  d/b/a
T-Mobile.

      "T-Mobile  Agreement" means the National Premier Dealer  Agreement,  dated
May 1, 2005, between T-Mobile and GoAmerica  Communications Corp., as amended by
letter agreements dated March 31, 2006 and May 1, 2007.

      "Trademarks"  means all rights,  title and  interests  (and all related IP
Ancillary  Rights)  arising  under  any  Requirement  of Law in or  relating  to
trademarks,  trade  names,  corporate  names,  company  names,  business  names,
fictitious  business names, trade styles,  service marks, logos and other source
or business  identifiers and, in each case, all goodwill  associated  therewith,
all  registrations  and recordations  thereof and all applications in connection
therewith.

      "Trade  Secrets"  means all right,  title and interest (and all related IP
Ancillary  Rights)  arising under any Requirement of Law in or relating to trade
secrets know-how and other confidential or proprietary  technical,  business and
other  information,   including   manufacturing  and  production  processes  and
techniques,   research  and  development  information,   technology,   drawings,
specifications,  designs, plans, proposals, technical data, financial, marketing
and business data, pricing, and cost information,  business and marketing plans,
customer and supplier lists and information,  and all rights in any jurisdiction
to limit the use or disclosure thereof.

      "UCC" means the Uniform  Commercial  Code of any  applicable  jurisdiction
and, if the applicable  jurisdiction shall not have any Uniform Commercial Code,
the Uniform Commercial Code as in effect in the State of New York.


                                       27


      "Unfunded Pension  Liability" means, at any time, the aggregate amount, if
any,  of the sum of (a) the  amount by which the  present  value of all  accrued
benefits under each Title IV Plan exceeds the fair market value of all assets of
such Title IV Plan  allocable to such  benefits in  accordance  with Title IV of
ERISA,  all determined as of the most recent  valuation date for each such Title
IV Plan using the  actuarial  assumptions  for funding  purposes in effect under
such  Title  IV  Plan,  and (b) for a  period  of five  (5)  years  following  a
transaction  which might reasonably be expected to be covered by Section 4069 of
ERISA,  the  liabilities  (whether or not  accrued,  but only to the extent such
liabilities could reasonably be expected to have a Material Adverse Effect) that
could be avoided by any Group Member or any ERISA  Affiliate as a result of such
transaction.

      "United States" means the United States of America.

      "U.S. Lender Party" means each of the  Administrative  Agent, each Lender,
each SPV and each participant, in each case that is a Domestic Person.

      "Verizon" means MCI Communications Services, Inc., a Delaware corporation.

      "Verizon  Facilities  Use  Agreement"  means the Facilities Use Agreement,
dated as of Closing Date, by and between Verizon and GoAmerica Relay.

      "Verizon IP Licensing  Agreement"  means the Transitional Use Intellectual
Property License Agreement, dated as of the Closing Date, by and between Verizon
and GoAmerica Relay.

      "Verizon  Transition  Services  Agreement"  means the Transition  Services
Agreement,  dated as of the Closing Date, by and between Verizon,  d/b/a Verizon
Business Services and GoAmerica Relay.

      "Verizon TRS Acquisition"  has the meaning  specified in clause (i) of the
definition of Acquisition.

      "Verizon TRS Acquisition  Agreement"  means the Asset Purchase  Agreement,
dated August 1, 2007, by and between Verizon and GoAmerica  Relay, as amended by
Amendment  No. 1 thereto,  dated as of  November  21, 2007 and  Amendment  No. 2
thereto, dated as of January 1, 2008.

      "Verizon  TRS  Division"  means  certain of the assets  used by Verizon in
providing state relay services, Internet Protocol relay services and video relay
services.

      "Voting Stock" means Stock of any Person having  ordinary power to vote in
the election of members of the board of directors,  managers,  trustees or other
controlling Persons, of such Person (irrespective of whether, at the time, Stock
of any other  class or classes of such  entity  shall have or might have  voting
power by reason of the occurrence of any contingency).

      "Welfare Plan" means a Benefit Plan described in Section 3(i) of ERISA.

      "Wholly  Owned  Subsidiary"  of any Person  means any  Subsidiary  of such
Person,  all of the Stock of which (other than nominal  holdings and  director's
qualifying  shares) is owned by such Person,  either  directly or through one or
more Wholly Owned Subsidiaries of such Person.


                                       28


      "Withdrawal Liability" means, at any time, any liability incurred (whether
or not assessed) by any ERISA Affiliate and not yet satisfied or paid in full at
such time with  respect to any  Multiemployer  Plan  pursuant to Section 4201 of
ERISA.

      "Working  Capital" means on a consolidated  basis,  (i) all Current Assets
(other than cash and Cash Equivalents) of Borrower and its  Subsidiaries,  minus
(ii) all Current Liabilities of Borrower and its Subsidiaries.

      Section 1.2 UCC Terms. The following terms have the meanings given to them
in  the  applicable  UCC:  "chattel  paper",  "commodity  account",   "commodity
contract",  "commodity intermediary",  "deposit account",  "entitlement holder",
"entitlement  order",  "equipment",  "financial  asset",  "general  intangible",
"goods",   "instruments",   "inventory",   "securities   account",   "securities
intermediary" and "security entitlement".

      Section 1.3  Accounting  Terms and  Principles.  (a) GAAP.  All accounting
determinations  required to be made  pursuant  hereto  shall,  unless  expressly
otherwise  provided  herein,  be made in accordance  with GAAP. No change in the
accounting  principles  used  in  the  preparation  of any  Financial  Statement
hereafter  adopted by Borrower shall be given effect if such change would affect
a calculation  that measures  compliance with any provision of Article V or VIII
unless the Borrower,  the Administrative Agent and the Required Lenders agree to
modify  such  provisions  to  reflect  such  changes  in GAAP and,  unless  such
provisions are modified, all Financial Statements,  Compliance  Certificates and
similar  documents   provided  hereunder  shall  be  provided  together  with  a
reconciliation between the calculations and amounts set forth therein before and
after giving effect to such change in GAAP.

      (b) Pro Forma. All components of financial  calculations made to determine
compliance  with  Article V shall be adjusted on a Pro Forma Basis to include or
exclude,  as the case  may be,  without  duplication,  such  components  of such
calculations  attributable to any Pro Forma  Transaction  consummated  after the
first day of the applicable period of determination and prior to the end of such
period,  as  determined  in good  faith by the  Borrower  based  on  assumptions
expressed therein and that were reasonable based on the information available to
the Borrower at the time of preparation of the  Compliance  Certificate  setting
forth such calculations.

      Section  1.4  Payments.  The  Administrative  Agent may set up  reasonable
standards and procedures to determine or  redetermine  the equivalent in Dollars
of any amount  expressed in any currency  other than Dollars and otherwise  may,
but shall not be obligated to, rely on any determination made by any Loan Party.
Any such determination or  redetermination by the Administrative  Agent shall be
conclusive and binding for all purposes, absent manifest error. No determination
or  redetermination  by any  Secured  Party or Loan Party and no other  currency
conversion  shall change or release any  obligation  of any Loan Party or of any
Secured  Party  (other than the  Administrative  Agent and its Related  Persons)
under  any  Loan  Document,  each of  which  agrees  to pay  separately  for any
shortfall remaining after any conversion and payment of the amount as converted.
The  Administrative  Agent  may  round  up or down,  and may set up  appropriate
mechanisms to round up or down, any amount  hereunder to nearest higher or lower
amounts and may determine reasonable de minimis payment thresholds.

      Section 1.5 Interpretation.  (a) Certain Terms. Except as set forth in any
Loan Document,  all accounting  terms not  specifically  defined herein shall be
construed in accordance with GAAP (except for the term  "property",  which shall
be interpreted as broadly as possible, including, in any case, cash, Securities,
other assets, rights under Contractual  Obligations and Permits and any right or
interest in any property). The terms "herein",  "hereof" and similar terms


                                       29


refer to this Agreement as a whole. In the computation of periods of time from a
specified date to a later  specified date in any Loan Document,  the term "from"
means  "from and  including"  and the words "to" and  "until"  each mean "to but
excluding" and the word "through"  means "to and  including." In any other case,
the term  "including"  when used in any Loan Document means  "including  without
limitation."  The term  "documents"  means all writings,  however  evidenced and
whether in physical or electronic  form,  including all documents,  instruments,
agreements,   notices,  demands,  certificates,   forms,  financial  statements,
opinions and reports.  The term "incur" means incur, create, make, issue, assume
or otherwise  become directly or indirectly  liable in respect of or responsible
for, in each case whether directly or indirectly, and the terms "incurrence" and
"incurred" and similar derivatives shall have correlative meanings.

            (b)  Certain  References.   Unless  otherwise  expressly  indicated,
references (i) in this Agreement to an Exhibit,  Schedule,  Article,  Section or
clause refer to the appropriate  Exhibit or Schedule to, or Article,  Section or
clause in, this  Agreement and (ii) in any Loan  Document,  to (A) any agreement
shall  include,  without  limitation,  all exhibits,  schedules,  appendixes and
annexes to such agreement and,  unless the prior consent of any Secured Party or
the Loan Parties required therefor is not obtained, any modification, amendment,
restatement or amendment and restatement to any term of such agreement,  (B) any
statute  shall  be to such  statute  as  modified  from  time to time and to any
successor  legislation  thereto,  in each case as in effect at the time any such
reference is operative  and (C) any time of day shall be a reference to New York
time. Titles of articles,  sections,  clauses,  exhibits,  schedules and annexes
contained in any Loan Document are without substantive meaning or content of any
kind whatsoever and are not a part of the agreement  between the parties hereto.
Unless otherwise expressly indicated, the meaning of any term defined (including
by  reference)  in any Loan  Document  shall be equally  applicable  to both the
singular and plural forms of such term.

                                   ARTICLE II

                                 THE FACILITIES

      Section 2.1 The  Commitments.  On the terms and subject to the  conditions
contained in this Agreement,  each Lender,  severally but not jointly, agrees to
make a loan (each a "Loan") in Dollars to the Borrower on the Closing  Date,  in
an amount not to exceed such  Lender's  Commitment.  Amounts of Loans repaid may
not be reborrowed.  The aggregate  amount of the Commitments on the Closing Date
equals $30,000,000.

      Section  2.2  Non-Funding  Lenders.  The failure of any Lender to make any
payment  required  under any Loan Document shall not relieve any other Lender of
its  obligations  under  any  Loan  Document,  but  no  other  Lender  shall  be
responsible  for the failure of any other  Lender to make any  payment  required
under any Loan Document.

      Section 2.3 Intentionally Omitted.

      Section 2.4 Intentionally Omitted.

      Section 2.5 Termination of the  Commitments.  All outstanding  Commitments
shall  terminate  on the Closing  Date  (after  giving  effect to the  Borrowing
occurring on such date).

      Section 2.6 Repayment of Loans. The Borrower  promises to repay the entire
unpaid  principal  amount of the Loans advanced to the Borrower on the Scheduled
Term Loan Maturity Date.


                                       30


      Section   2.7   Optional   Prepayments.   Subject  to  the  terms  of  the
Intercreditor  Agreement,  the  Borrower  may prepay the  outstanding  principal
amount of any Loan in whole or in part at any time  (together  with any breakage
costs that may be owing pursuant to Section  2.16(a) after giving effect to such
prepayment  and any  prepayment  fee with respect to the Loan referred to below)
upon at least two (2) Business Days' prior written notice to the  Administrative
Agent.  If  Borrower  prepays  all or any  portion of the Loan  pursuant to this
Section 2.7 on or prior to the fourth anniversary of the Closing Date,  Borrower
shall  also pay to the  Lenders,  a  prepayment  fee in an  amount  equal to the
Applicable  Percentage (as defined below) multiplied by the aggregate  principal
amount of the Loan so prepaid. As used herein, the term "Applicable  Percentage"
shall  mean  (x) 2%,  in the  case of a  prepayment  on or  prior  to the  first
anniversary of the Closing Date and (y) 1% in the case of a prepayment after the
first anniversary of the Closing Date but on or prior to the fourth  anniversary
thereof.  The Loan  Parties  agree that such  prepayment  fees are a  reasonable
calculation  of  Lenders'  lost  profits  in  view  of  the   difficulties   and
impracticalities   of  determining   actual  damages  resulting  from  an  early
prepayment of the Loans.

      Section  2.8  Mandatory  Prepayments.  (a) Excess  Cash  Flow.  Subject to
Section 2.8(h) hereof, the Borrower shall pay or cause to be paid to the Lenders
on the date on which  Financial  Statements  are  delivered  pursuant to Section
6.1(c) for any Fiscal Year ending  after the Closing Date  (commencing  with the
Fiscal Year ending  December 31, 2008) an amount equal to 50% of the Excess Cash
Flow for such Fiscal Year.

            (b) Debt Issuances.  Subject to Section 2.8(h) hereof,  upon receipt
on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net
Cash Proceeds arising from incurrence by any Group Member of Indebtedness (other
than any such Indebtedness  permitted to be incurred under this Agreement),  the
Borrower  shall  immediately  pay or cause to be paid to the  Lenders  an amount
equal to the amount of such Net Cash Proceeds.

            (c) Extraordinary  Receipts.  Subject to Section 2.8(h) hereof, upon
receipt  on or  after  the  Closing  Date  by  any  Loan  Party  or  any  of its
Subsidiaries of any Extraordinary  Receipts,  the Borrower shall immediately pay
or  cause to be paid to the  Lenders  an  amount  equal  to the  amount  of such
Extraordinary Receipts.

            (d) Asset Sales,  Property  Loss Events.  Subject to Section  2.8(h)
hereof,  upon  receipt on or after the Closing  Date by any Loan Party or any of
its Domestic  Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any
Group Member of any of its property (other than Sales of its own Stock and Sales
of property  permitted  hereunder  in  reliance  upon  Section  8.4) or (ii) any
Property  Loss Event with  respect to any  property  of any Group  Member to the
extent  resulting in the  aggregate  with all other such Property Loss Events in
the  receipt  by any of them of Net Cash  Proceeds  in excess of  $250,000,  the
Borrower  shall  immediately  pay or cause to be paid to the  Lenders  an amount
equal to the amount of such Net Cash Proceeds; provided, however, that, upon any
such  receipt,  as long as no Event of Default  shall be  continuing,  any Group
Member may make  Permitted  Reinvestments  with such Net Cash  Proceeds  and the
Borrower  shall not be required to make or cause such  payment to the extent (x)
such Net Cash Proceeds are intended to be used to make  Permitted  Reinvestments
and (y) on each  Reinvestment  Prepayment  Date for such Net Cash Proceeds,  the
Borrower  shall pay or cause to be paid to the  Lenders  an amount  equal to the
Reinvestment  Prepayment Amount  corresponding to such  Reinvestment  Prepayment
Date and such Net Cash Proceeds.

            (e) [Intentionally Omitted]


                                       31


            (f)  Application  of  Payments.  Any  payments  made to the  Lenders
pursuant to this Section 2.8 shall be applied to the  Obligations  in accordance
with Section 2.12(b).

            (g) No  Premium.  Except  with  respect to  prepayments  pursuant to
Section 2.8(b) hereof, no prepayment premium or fee of any kind shall be payable
with respect to prepayments pursuant to this Section 2.8.

            (h) First Lien Prepayment Obligations.  Notwithstanding  anything to
the contrary set forth herein,  the Borrower  shall not be permitted or required
to  prepay  any  Loans  under  Section  2.8 of this  Agreement  unless  (i) such
prepayment is not prohibited under the Intercreditor  Agreement and (ii) (A) the
First Lien  Obligations have been paid in full and all commitments to lend money
under the First Lien Loan Documents shall have terminated, or (B) such amount or
a portion thereof would be paid to the "Lenders" under and pursuant to the First
Lien Credit  Agreement but for the fact that the "Lenders"  under the First Lien
Credit  Agreement have waived their right to receive such  prepayment or portion
thereof and have  consented to the making of any such  prepayments  hereunder in
accordance with the terms and conditions of the First Lien Credit  Agreement and
the  Intercreditor  Agreement and written copies of such waiver and consent have
been provided to the Borrower.

      Section 2.9 Interest.  (a) Rate. All Loans and the  outstanding  amount of
all other Obligations  shall bear interest,  in the case of Loans, on the unpaid
principal  amount  thereof from the date such Loans are made and, in the case of
such other Obligations, from the date such other Obligations are due and payable
until, in all cases,  paid in full,  except as otherwise  provided in clause (c)
below, at a rate per annum equal to the sum of the Eurodollar Rate, as in effect
for the applicable Interest Period, and the Applicable Margin.

            (b)  Payments.  Interest  accrued shall be payable in arrears (i) if
accrued  on the  principal  amount  of any Loan,  (A) at  maturity  (whether  by
acceleration or otherwise),  (B) upon the payment or prepayment of the principal
amount  on  which  such  interest  has  accrued  and (C) on the last day of each
Interest Period applicable to such Loan and, if applicable,  on each date during
such  Interest  Period  occurring  every 3  months  from the  first  day of such
Interest  Period  and (ii) if accrued on any other  Obligation,  on demand  from
Administrative  Agent after the time such Obligation is due and payable (whether
by acceleration or otherwise).

            (c)  Default  Interest.   Notwithstanding   the  rates  of  interest
specified in clause (a) above or elsewhere in any Loan Document, at the election
of the  Administrative  Agent or the Required Lenders while any Event of Default
exists  (or  automatically  while  any Event of  Default  under  Section  9.1(e)
exists), all unpaid Obligations (including any Obligation that bears interest by
reference to the rate  applicable to any other  Obligation)  shall bear interest
from the date of  occurrence  of such  Event of Default at a rate that is 2% per
annum in excess of the interest rate applicable to such Obligations from time to
time, payable on demand.

            (d) Maximum  Lawful Rate.  Notwithstanding  anything to the contrary
set forth in this Section 2.9, if a court of competent  jurisdiction  determines
in a final order that the rate of interest payable hereunder exceeds the highest
rate of interest permissible under law (the "Maximum Lawful Rate"), then so long
as the Maximum  Lawful Rate would be so exceeded,  the rate of interest  payable
hereunder shall be equal to the Maximum Lawful Rate; provided,  however, that if
at any time thereafter the rate of interest  payable  hereunder is less than the
Maximum Lawful Rate,  Borrower  shall continue to pay interest  hereunder at the
Maximum Lawful Rate until such time as the total interest received by Lenders is
equal to the total  interest that would have been received had the interest rate
payable  hereunder  been (but for the operation


                                       32


of this paragraph) the interest rate payable since the Closing Date as otherwise
provided in this Agreement.  Thereafter, interest hereunder shall be paid at the
rate(s) of  interest  and in the manner  provided  in clauses (a) through (d) of
this  Section  2.9,  unless and until the rate of  interest  again  exceeds  the
Maximum Lawful Rate, and at that time this  paragraph  shall again apply.  In no
event  shall the total  interest  received  by any Lender  pursuant to the terms
hereof  exceed the amount that such Lender could  lawfully have received had the
interest due hereunder  been  calculated for the full term hereof at the Maximum
Lawful  Rate.  If the  Maximum  Lawful  Rate  is  calculated  pursuant  to  this
paragraph,  such  interest  shall be  calculated  at a daily  rate  equal to the
Maximum  Lawful  Rate  divided  by the  number of days in the year in which such
calculation is made. If,  notwithstanding the provisions of this Section 2.9(d),
a court of competent  jurisdiction  shall finally  determine that any Lender has
received  interest  hereunder in excess of the Maximum Lawful Rate,  such Lender
shall, to the extent permitted by applicable law,  promptly apply such excess in
the order  specified in Section 2.12 and  thereafter  shall refund any excess to
Borrower or as a court of competent jurisdiction may otherwise order.

      Section 2.10 [Intentionally Omitted]

      Section 2.11 Fees. The Borrower shall pay to the Administrative  Agent and
its Related Persons its reasonable and customary fees and expenses in connection
with any payments made pursuant to Section 2.16(a) (Breakage Costs).

      Section  2.12  Application  of  Payments.  (a)  Application  of  Voluntary
Prepayments.  Unless otherwise provided in this Section 2.12 or elsewhere in any
Loan Document,  all payments and any other amounts  received by the Lenders from
or for the benefit of the Borrower shall be applied to repay such Obligations as
the Borrower designates.

            (b) Application of Mandatory Prepayments.  Subject to the provisions
of clause  (c) below with  respect to the  application  of  payments  during the
continuance  of an Event of  Default,  any payment  made by the  Borrower to the
Lenders  pursuant  to Section  2.8 or any other  prepayment  of the  Obligations
required  to be  applied  in  accordance  with this  clause (b) shall be applied
first, to repay the outstanding  principal  balance of the Loans,  and then, any
excess shall be retained by the Borrower.

            (c) Application of Payments During an Event of Default. The Borrower
hereby  irrevocably  waives,  and agrees to cause each Loan Party and each other
Group  Member  to  waive,  the  right  to  direct  the  application  during  the
continuance  of an Event of Default of any and all  payments or  prepayments  in
respect of any  Obligation  and any  proceeds  of  Collateral  and agrees  that,
notwithstanding  the provisions of clause (a) above,  the  Administrative  Agent
may,  and,  upon either (A) the  direction  of the  Required  Lenders or (B) the
termination of any Commitment or the acceleration of any Obligation  pursuant to
Section 9.2, shall,  apply all payments in respect of any Obligation,  all funds
on deposit in any Cash  Collateral  Account and all other proceeds of Collateral
(i) first, to pay Obligations in respect of any cost or expense  reimbursements,
fees or indemnities then due to the  Administrative  Agent,  (ii) second, to pay
Obligations  in  respect  of  any  cost  or  expense  reimbursements,   fees  or
indemnities  then due to the Lenders,  (iii) third, to pay interest then due and
payable in respect of the Loans, (iv) fourth, to repay the outstanding principal
amounts of the Loans, (v) fifth, to the ratable payment of all other Obligations
and (vi) sixth, to the Borrower.

            (d) Application of Payments Generally. Each payment or prepayment of
principal of the Loans and each payment of interest or prepayment premium on the
Loans shall be  allocated  pro rata among the Lenders in  accordance  with their
respective  Pro Rata  Shares.  All


                                       33


payments and prepayments of Loans shall be applied to repay Loans having earlier
expiring Interest Periods prior to those having later expiring Interest Periods.
If  sufficient  amounts are not available to repay all  outstanding  Obligations
described in any priority  level set forth in this Section  2.12,  the available
amounts shall be applied,  unless otherwise  expressly specified herein, to such
Obligations  ratably based on the proportion of the Secured Parties' interest in
such  Obligations.  Any  priority  level  set  forth in this  Section  2.12 that
includes interest shall include all such interest, whether or not accruing after
the filing of any petition in bankruptcy or the  commencement of any insolvency,
reorganization or similar proceeding, and whether or not a claim for post-filing
or post-petition interest is allowed in any such proceeding.

      Section 2.13 Payments and Computations.  (a) Procedure. The Borrower shall
make each  payment  under any Loan  Document not later than 1:00 p.m. on the day
when  due  to  the  Lenders  (or,  in  the  case  of  amounts   payable  to  the
Administrative  Agent,  to the  Administrative  Agent) by wire  transfer  to the
respective accounts set forth on Schedule I hereto (or at such other accounts or
by  such  other  means  to  such  other   addresses  as  the  Lenders,   or  the
Administrative Agent, as applicable, shall have notified the Borrower in writing
within a reasonable time prior to such payment) in immediately available Dollars
and without setoff or counterclaim. The Lenders shall make any payment under any
Loan  Document  in   immediately   available   Dollars  and  without  setoff  or
counterclaim.  Payments  received by the Lenders after 1:00 p.m. shall be deemed
to be received on the next Business Day.

            (b) Computations of Interests and Fees. All computations of interest
and of fees shall be made by the Administrative  Agent on the basis of a year of
360 days,  in each case for the actual number of days  (including  the first day
but excluding the last day)  occurring in the period for which such interest and
fees are payable.  Each determination of an interest rate or the amount of a fee
hereunder shall be made by the Administrative Agent (including determinations of
a Eurodollar  Rate in accordance  with the definition of "Eurodollar  Rate") and
shall be conclusive, binding and final for all purposes, absent manifest error.

            (c) Payment Dates. Whenever any payment hereunder shall be stated to
be due on a day other than a Business  Day, the due date for such payment  shall
be extended to the next  succeeding  Business  Day without any  increase in such
payment as a result of additional interest or fees; provided, however, that such
interest and fees shall continue accruing as a result of such extension of time.

      Section 2.14 Evidence of Debt.  (a) Records of Lenders.  Each Lender shall
maintain in accordance with its usual practice accounts evidencing  Indebtedness
of the Borrower to such Lender resulting from each Loan of such Lender from time
to time,  including  the amounts of principal  and interest  payable and paid to
such Lender from time to time under this  Agreement.  In  addition,  each Lender
having sold a participation  in any of its  Obligations or having  identified an
SPV as such to the Administrative  Agent, acting as a non-fiduciary agent of the
Borrower  solely for this purpose and solely for tax purposes,  shall  establish
and  maintain  at its  address  referred  to in Section  11.11 (or at such other
address as such Lender  shall  notify the  Borrower) a record of  ownership,  in
which such Lender shall  register by book entry (A) the name and address of each
such  participant  and SPV (and each change  thereto,  whether by  assignment or
otherwise) and (B) the rights,  interest or obligation of each such  participant
and SPV in any  Obligation,  in any  Commitment  and in any right to receive any
payment  hereunder (a register for  participants,  "Participant  Register" and a
register  for  SPV  assignments,  "SPV  Register").  Any  participation  of such
Registered  Loan and any assignment to a SPV (and any  registered  note, if any,
evidencing  the same shall  expressly  so provide)  may be effected  only by the
registration of such participation or assignment on the Participant  Register or
SPV Register.


                                       34


            (b)  Register.  The  Borrower  shall  establish  and maintain at its
address  referred to in Section  11.11 (or at such other address as the Borrower
may notify the Administrative  Agent) (A) a record of ownership (the "Register")
in which the Borrower shall register by book entry the interests  (including any
rights to receive payment hereunder) of the Administrative Agent and each Lender
in the Loans,  each of their  obligations under this Agreement to participate in
each Loan, and any assignment of any such interest,  obligation or right and (B)
accounts in the Register in which it shall record (1) the names and addresses of
the Lenders (and each change thereto  pursuant to Section 2.18  (Substitution of
Lenders) and Section 11.2 (Assignments and Participations; Binding Effect)), (2)
the Commitments of each Lender,  (3) the amount of each Loan and each funding of
any  participation  described  in clause  (A)  above,  and the  Interest  Period
applicable thereto,  (4) the amount of any principal or interest due and payable
or paid and (5) any other payment received by the Administrative  Agent from the
Borrower and its  application to the  Obligations.  In the case of an assignment
pursuant  to the last  sentence  of Section  11.2(c)  as to which an  Assignment
Agreement is not delivered to the  Administrative  Agent,  the assigning  Lender
shall,  acting solely for this purpose as a non-fiduciary agent of the Borrower,
maintain,  or cause to be maintained,  a register (the "Related Party Register")
comparable to the Register.

            (c) Registered Obligations. Notwithstanding anything to the contrary
contained in this  Agreement,  the Loans  (including any Notes  evidencing  such
Loans) are registered  obligations (each a "Registered  Loan"), the right, title
and  interest of the Lenders and their  assignees  in and to such Loans shall be
transferable  only upon  notation  of such  transfer  in the  Register,  the SPV
Register,  or the  Related  Party  Register  (whichever  is  applicable)  and no
assignment thereof shall be effective until recorded therein.  This Section 2.14
and  Section  11.2  shall  be  construed  so that  the  Loans  are at all  times
maintained in "registered form" within the meaning of Sections 163(f), 871(h)(2)
and  881(c)(2)  of the  Code and any  related  regulations  (and  any  successor
provisions).

            (d) Prima Facie  Evidence.  The entries  made in the Register and in
the accounts  maintained  pursuant to clauses (a) and (b) above  (including  the
Related  Party  Register and SPV  Register)  shall,  to the extent  permitted by
applicable  Requirements  of Law, be prima facie  evidence of the  existence and
amounts of the obligations recorded therein; provided, however, that no error in
such  account  and no  failure  of any  Lender  or the  Administrative  Agent to
maintain any such  account  shall  affect the  obligations  of any Loan Party to
repay the Loans in accordance with their terms.  In addition,  the Loan Parties,
the  Administrative  Agent and the Lenders shall treat each Person whose name is
recorded  in the  Register  as a  Lender  for all  purposes  of this  Agreement.
Information  contained in the  Register,  the Related  Party  Register,  the SPV
Register,  the  Participant  Register  and the  records  maintained  pursuant to
Section  2.14(b)  with  respect  to any  Lender,  participant  or SPV  shall  be
available for access by the Borrower, the Administrative Agent or such Lender at
any  reasonable  time and from time to time upon  reasonable  prior  notice.  No
Lender  shall,  in such  capacity,  have access to or be otherwise  permitted to
review any  information in the Register other than  information  with respect to
such Lender unless otherwise agreed by the Administrative Agent.

            (e) Notes.  Upon any Lender's  request,  the Borrower shall promptly
execute and deliver Notes to such Lender  evidencing the Loans of such Lender in
the Facility and substantially in the form of Exhibit B; provided, however, that
only one Note shall be issued to each Lender,  except (i) to an existing  Lender
exchanging  existing Notes to reflect  changes in the Register  relating to such
Lender,  in which case the new Notes delivered to such Lender shall be dated the
date of the  original  Notes  and  (ii)  in the  case of  loss,  destruction  or
mutilation of existing  Notes and similar  circumstances.  Each Note, if issued,
shall only be issued as means to


                                       35


evidence the right,  title or interest of a Lender or a  registered  assignee in
and to the related Loan, as set forth in the Register, and in no event shall any
Note be considered a bearer instrument or obligation.

      Section 2.15 [Intentionally Omitted]

      Section 2.16 Breakage Costs;  Increased Costs; Capital  Requirements.  (a)
Breakage Costs. The Borrower shall compensate each Lender, upon demand from such
Lender  to the  Borrower  (with  copy  to the  Administrative  Agent),  for  all
Liabilities  (including,   in  each  case,  those  incurred  by  reason  of  the
liquidation or  reemployment  of deposits or other funds acquired by such Lender
to prepare to fund,  to fund or to maintain  the  Eurodollar  Rate Loans of such
Lender to the Borrower but  excluding any loss of the  Applicable  Margin on the
relevant  Loans)  that such Lender may incur to the extent any  Eurodollar  Rate
Loan is paid (whether through a scheduled,  optional or mandatory prepayment) on
a date that is not the last day of the  applicable  Interest  Period or (C) as a
consequence of any failure by the Borrower to repay  Eurodollar  Rate Loans when
required by the terms hereof. For purposes of this clause (a), each Lender shall
be deemed to have funded each  Eurodollar  Rate Loan made by it using a matching
deposit or other borrowing in the London interbank market.

            (b)  Increased  Costs.  If at any time any Lender  determines  that,
after  the  date  hereof,   the  adoption  of,  or  any  change  in  or  in  the
interpretation,  application  or  administration  of, or  compliance  with,  any
Requirement of Law (other than any imposition or increase of Eurodollar  Reserve
Requirements)  from any  Governmental  Authority  shall  have the  effect of (i)
increasing  the cost to such  Lender  of  making,  funding  or  maintaining  any
Eurodollar  Rate Loan or to agree to do so or of  participating,  or agreeing to
participate,  in  extensions  of credit,  (ii)  imposing  any other cost to such
Lender with respect to compliance with its obligations  under any Loan Document,
then, upon demand by such Lender (with copy to the  Administrative  Agent),  the
Borrower  shall pay to the  Administrative  Agent for the account of such Lender
amounts sufficient to compensate such Lender for such increased cost.

            (c)  Increased  Capital  Requirements.  If at any  time  any  Lender
determines that, after the date hereof,  the adoption of, or any change in or in
the  interpretation,  application or administration  of, or compliance with, any
Requirement of Law (other than any imposition or increase of Eurodollar  Reserve
Requirements)  from  any  Governmental  Authority  regarding  capital  adequacy,
reserves, special deposits, compulsory loans, insurance charges against property
of, deposits with or for the account of,  Obligations  owing to, or other credit
extended or participated  in by, any Lender or any similar  requirement (in each
case other than any imposition or increase of Eurodollar  Reserve  Requirements)
shall  have the  effect of  reducing  the rate of return on the  capital of such
Lender (or any  corporation  controlling  such Lender) as a  consequence  of its
obligations  under or with  respect to any Loan  Document  to a level below that
which,  taking  into  account the  capital  adequacy  policies of such Lender or
corporation,  such  Lender  or  corporation  could  have  achieved  but for such
adoption or change,  then,  upon demand from time to time by such Lender (with a
copy of such demand to the Administrative  Agent), the Borrower shall pay to the
Administrative  Agent for the  account  of such  Lender  amounts  sufficient  to
compensate such Lender for such reduction.

            (d) Compensation  Certificate.  Each demand for  compensation  under
this Section 2.16 shall be accompanied  by a certificate of the Lender  claiming
such  compensation,  setting forth in  reasonable  detail the amounts to be paid
hereunder,  which  certificate  shall be  conclusive,  binding and final for all
purposes, absent manifest error. In determining such amount, such Lender may use
any reasonable averaging and attribution methods.


                                       36


            (e)  Notwithstanding  anything to the contrary in this Section,  the
Borrower  shall not be required to compensate  any Lender or the  Administrative
Agent  pursuant to this Section 2.16 for any amounts  incurred more than 90 days
prior to the date  such  Lender  or the  Administrative  Agent,  as  applicable,
notifies the Borrower of such Person's intention to claim compensation therefor;
provided that, if the event giving rise to such increased costs or reductions is
retroactive,  then the 90 day period  referred  to above  shall be  extended  to
include the period of retroactive effect thereof.

      Section  2.17  Taxes.  (a)  Payments  Free and Clear of  Taxes.  Except as
otherwise  provided in this Section  2.17,  each payment by any Loan Party under
any Loan  Document  shall be made free and clear of all present or future taxes,
levies,  imposts,  deductions,  charges or withholdings and all liabilities with
respect  thereto  (and without  deduction  for any of them) except for (i) taxes
measured by net income  (including  branch  profits  taxes) and franchise  taxes
imposed in lieu of net income taxes,  and including all  liabilities,  penalties
and interest  with  respect to any of the  foregoing in each case imposed on any
Secured Party as a result of a present or former connection between such Secured
Party and the  jurisdiction of the Governmental  Authority  imposing such tax or
any political  subdivision  or taxing  authority  thereof or therein (other than
such connection arising solely from any Secured Party having executed, delivered
or performed its obligations or received a payment under, or enforced,  any Loan
Document),  (ii) United States federal  withholding taxes to the extent that the
obligation  to  withhold  amounts  existed on the date that such  Secured  Party
became a "Secured Party"  hereunder except to the extent such Secured Party is a
direct or  indirect  assignee  (other than  pursuant to clause  (iii) of Section
2.18(a) (Substitution of Lenders)) of any other Secured Party that was entitled,
at the time the assignment  from such other Secured Party became  effective,  to
receive additional amounts under this clause, or (iii) taxes that would not have
been  imposed  but for the  failure  (other  than as a result of a change in any
Requirement of Law) by any Secured Party to deliver the  documentation  required
to be delivered pursuant to clause (f) below (collectively, "Taxes").

            (b)  Gross-Up.  If any Taxes shall be required by law to be deducted
from or in respect of any amount  payable under any Loan Document to any Secured
Party (i) such amount shall be increased as necessary to ensure that,  after all
required deductions for Taxes are made (including  deductions  applicable to any
increases to any amount under this Section  2.17),  such Secured Party  receives
the amount it would have  received had no such  deductions  been made,  (ii) the
relevant  Loan Party shall make such  deductions,  (iii) the relevant Loan Party
shall timely pay the full amount  deducted to the relevant  taxing  authority or
other  authority in  accordance  with  applicable  Requirements  of Law and (iv)
within 30 days after such payment is made or as soon as practicable  thereafter,
the relevant Secured Party shall deliver to the Administrative Agent an original
or certified copy of a receipt evidencing such payment.

            (c) Other  Taxes.  In  addition,  the  Borrower  agrees to pay,  and
authorizes the Administrative Agent to pay in its name, any stamp,  documentary,
excise or property  tax,  charges or similar  levies  imposed by any  applicable
Requirement of Law or Governmental  Authority and all  Liabilities  with respect
thereto  (including  by reason of any delay in  payment  thereof),  in each case
arising from the  execution,  delivery or  registration  of, or  otherwise  with
respect  to,  any  Loan  Document  or  any  transaction   contemplated   therein
(collectively,  "Other Taxes").  Within 30 days after the date of any payment of
Taxes or Other  Taxes by any Loan  Party,  the  Borrower  shall  furnish  to the
Administrative  Agent, at its address referred to in Section 11.11, the original
or a certified copy of a receipt evidencing payment thereof.

            (d)  Indemnification.  The Borrower  shall  reimburse and indemnify,
within 30 days after receipt of demand therefor (with copy to the Administrative
Agent),  each Secured


                                       37


Party for all Taxes and Other Taxes (including any Taxes and Other Taxes imposed
by any  jurisdiction  on amounts  payable  under this Section 2.17) paid by such
Secured Party and any  Liabilities  arising  therefrom or with respect  thereto,
whether or not such Taxes or Other Taxes were correctly or legally  asserted.  A
certificate  of the Secured Party (or of the  Administrative  Agent on behalf of
such Secured Party)  claiming any  compensation  under this clause (d),  setting
forth the amounts to be paid  thereunder and delivered to the Borrower with copy
to the  Administrative  Agent,  shall be  conclusive,  binding and final for all
purposes,  absent manifest error. In determining such amount, the Administrative
Agent and such Secured Party may use any  reasonable  averaging and  attribution
methods.

            (e) Mitigation.  Any Lender claiming any additional  amounts payable
pursuant to this Section 2.17 shall use its reasonable efforts  (consistent with
its  internal  policies  and  Requirements  of Law) to file any  certificate  or
document  reasonably   requested  in  writing  by  Borrower  or  to  change  the
jurisdiction  of its  lending  office  if such a change  would  reduce  any such
additional  amounts (or any similar amount that may thereafter accrue) and would
not, in the sole  determination of such Lender, be otherwise  disadvantageous to
such Lender.

            (f) Tax  Forms.  (i)  Each  Secured  Party  that is  organized  in a
jurisdiction  outside the United  States (a "Non-U.S.  Lender")  shall (w) on or
prior to the date such Non-U.S.  Lender becomes a "Non-U.S.  Lender"  hereunder,
(x) on or prior to the date on which any such form or  certification  expires or
becomes obsolete, or (y) after the occurrence of any event requiring a change in
the most recent form or  certification  previously  delivered  by it pursuant to
this clause (i) provide the  Administrative  Agent and the Borrower  (or, in the
case of a participant or SPV, the relevant  Lender only, or in case of a Related
Party  Assignment,  the assigning  Lender only) with two completed  originals of
each of the following, as applicable:  (A) Forms W-8ECI (claiming exemption from
U.S.  withholding  tax because the income is  effectively  connected with a U.S.
trade or business),  W-8BEN  (claiming  exemption  from, or a reduction of, U.S.
withholding   tax  under  an  income  tax  treaty),   W-8IMY  (with   applicable
attachments)  or any  successor  forms,  (B) in the  case of a  Non-U.S.  Lender
claiming  exemption  under  Sections  871(h) or 881(c) of the Code,  Form W-8BEN
(claiming  exemption  from U.S.  withholding  tax under the  portfolio  interest
exemption) or any successor form and such Non-U.S. Lender hereby represents that
it is not (1) a "bank" within the meaning of Section  881(c)(3)(A)  of the Code,
(2) a "10 percent  shareholder"  of the  Borrower  within the meaning of Section
881(c)(3)(B) of the Code or (3) a "controlled foreign corporation"  described in
Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed
by the IRS  certifying as to the  entitlement  of such  Non-U.S.  Lender to such
exemption from United States withholding tax or reduced rate with respect to all
payments to be made to such Non-U.S. Lender under the Loan Documents.  Except as
otherwise provided herein, unless the Borrower and the Administrative Agent have
received forms or other documents  satisfactory to them indicating that payments
under any Loan  Document  to or for a Non-U.S.  Lender are not subject to United
States  withholding  tax or are  subject  to such  tax at a rate  reduced  by an
applicable  tax  treaty,  the Loan  Parties and the  Administrative  Agent shall
withhold amounts required to be withheld by applicable  Requirements of Law from
such payments at the applicable statutory rate.

                  (i) Each U.S.  Lender  Party shall (A) on or prior to the date
      such U.S. Lender Party becomes a "U.S. Lender Party" hereunder,  (B) on or
      prior to the  date on which  any such  form or  certification  expires  or
      becomes obsolete, (C) after the occurrence of any event requiring a change
      in the  most  recent  form or  certification  previously  delivered  by it
      pursuant to this clause (f) and (D) from time to time if  requested by the
      Borrower or the Administrative  Agent (or, in the case of a participant or
      SPV,  by the  relevant  Lender  only,  or in the case of a  Related  Party
      Assignment,  the


                                       38


      assigning Lender only),  provide the Administrative Agent and the Borrower
      (or, in the case of a participant or SPV, the relevant  Lender only, or in
      the case of a Related Party  Assignment by the assigning Lender only) with
      two  completed  originals of Form W-9  (certifying  that such U.S.  Lender
      Party is entitled to an exemption from U.S. backup withholding tax) or any
      successor form.

                  (ii) Each Lender having (A) sold a participation in any of its
      Obligations,  (B) identified an SPV as such to the Administrative Agent or
      (C) made a Related Party  Assignment,  shall collect from such participant
      or SPV the documents described in this clause (f).

            (g) Refunds.  If the Administrative  Agent or any Lender determines,
in its sole  discretion,  that it has received a refund of any Taxes as to which
it has been  indemnified  by the  Borrower or with respect to which the Borrower
has paid  additional  amounts  pursuant to this Section  2.17, it shall pay over
such refund to the Borrower (but only to the extent of indemnity  payments made,
or additional amounts paid, by the Borrower under this Section 2.17 with respect
to the Taxes giving rise to such refund),  net of all out-of-pocket  expenses of
the  Administrative  Agent or such Lender and without  interest  (other than any
interest  paid by the  relevant  Governmental  Authority  with  respect  to such
refund);  provided,  that the Borrower,  upon the request of the  Administrative
Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus
any penalties,  interest or other charges  imposed by the relevant  Governmental
Authority)  to  the  Administrative  Agent  or  such  Lender  in the  event  the
Administrative  Agent or such  Lender is  required  to repay such refund to such
Governmental  Authority.  This  paragraph  shall not be construed to require the
Administrative  Agent or any Lender to make  available  its tax  returns (or any
other  information  relating  to its taxes which it deems  confidential)  to the
Borrower or any other Person.

      Section 2.18 Substitution of Lenders. (a) Substitution Right. In the event
that any Lender  (an  "Affected  Lender"),  (i) makes a claim  under  clause (b)
(Increased Costs) or (c) (Increased Capital  Requirements) of Section 2.16, (ii)
makes a claim for payment pursuant to Section 2.17(b)  (Taxes),  (iii) becomes a
non-funding  Lender under  Section 2.2 hereof with  respect to such  Facility or
(iv) does not consent to any  amendment,  waiver or consent to any Loan Document
for which the consent of the Required  Lenders is obtained but that requires the
consent of other  Lenders,  the  Borrower  may either pay in full such  Affected
Lender  with the  consent of the  Administrative  Agent or  substitute  for such
Affected Lender in such Facility any Lender or any Affiliate or Approved Fund of
any  Lender  or any  other  Person  acceptable  (which  acceptance  shall not be
unreasonably  withheld or delayed) to the Administrative  Agent (in each case, a
"Substitute Lender").

            (b) Procedure. To substitute such Affected Lender or pay in full the
Obligations owed to such Affected Lender under the Facility,  the Borrower shall
deliver  a notice to the  Administrative  Agent and such  Affected  Lender.  The
effectiveness of such payment or substitution shall be subject to recordation of
such assignment on the Register and the delivery to the Administrative  Agent by
the Borrower  (or, as may be applicable  in the case of a  substitution,  by the
Substitute  Lender) of (i) payment for the account of such Affected Lender,  of,
to the extent accrued  through,  and outstanding on, the effective date for such
payment  or  substitution,   all  Obligations  owing  to  such  Affected  Lender
(including  those that will be owed because of such payment and all  Obligations
that would be owed to such Lender if it was solely a Lender in the Facility) and
(ii) in the case of a substitution,  (A) payment of the assignment fee set forth
in  Section  11.2(c)  and (B) an  assumption  agreement  in form  and  substance
satisfactory to the


                                       39


Administrative  Agent whereby the Substitute  Lender shall,  among other things,
agree to be bound by the terms of the Loan  Documents and assume the  Commitment
of the Affected Lender.

            (c) Effectiveness.  Upon satisfaction of the conditions set forth in
clause (b) above,  the  Administrative  Agent shall record such  substitution or
payment in the Register,  whereupon (i) in the case of any payment in full, such
Affected  Lender's  Commitments  in the Facility shall be terminated and (ii) in
the case of any substitution in the Facility, (A) the Affected Lender shall sell
and be relieved of, and the  Substitute  Lender shall  purchase and assume,  all
rights and claims of such Affected  Lender under the Loan Documents with respect
to the  Facility,  except  that the  Affected  Lender  shall  retain such rights
expressly  providing that they survive the repayment of the  Obligations and the
termination  of the  Commitments,  (B) the  Substitute  Lender  shall  become  a
"Lender"  hereunder  having a  Commitment  in the Facility in the amount of such
Affected  Lender's  Commitment in the Facility and (C) the Affected Lender shall
execute and deliver to the  Administrative  Agent an Assignment to evidence such
substitution  and  deliver  any  Note  in its  possession  with  respect  to the
Facility;  provided, however, that the failure of any Affected Lender to execute
any such  Assignment  or deliver  any such Note  shall not render  such sale and
purchase (or the corresponding assignment) invalid.

                                  ARTICLE III

                               CONDITIONS TO LOANS

      Section 3.1  Conditions  Precedent to the Loans.  The  obligation  of each
Lender to make any Loan on the Closing  Date is subject to the  satisfaction  or
due waiver of each of the following conditions:

            (a) Certain Documents.  The Administrative Agent shall have received
on or prior to the Closing  Date each of the  following,  each dated the Closing
Date unless otherwise agreed by the Administrative  Agent, in form and substance
satisfactory to the Administrative Agent and each Lender:

                  (i) this  Agreement  duly  executed by Borrower  and,  for the
      account  of each  Lender  having  requested  the  same,  by  notice to the
      Administrative  Agent and the Borrower received by each at least three (3)
      Business  Days  prior to the  Closing  Date (or such  later date as may be
      agreed by the Borrower), Notes conforming to the requirements set forth in
      Section 2.14(e);

                  (ii) the  Guaranty and Security  Agreement,  duly  executed by
      each Loan Party,  together with (A) copies of UCC,  Intellectual  Property
      and other  appropriate  search reports and of all effective  prior filings
      listed  therein,  together with evidence of the  termination of such prior
      filings and other  documents  with respect to the priority of the security
      interest of the  Administrative  Agent in the Collateral,  in each case as
      may be reasonably requested by the Administrative Agent, (B) evidence that
      all documents  representing all Securities,  chattel paper and instruments
      being pledged pursuant to such Guaranty and Security Agreement and related
      undated powers or endorsements  duly executed in blank have been delivered
      to the First Lien Collateral Agent, and (C) if requested by the First Lien
      Administrative Agent under Section 3.1 of the First Lien Credit Agreement,
      perfection  certificates  identical  to those  delivered to the First Lien
      Administrative   Agent  in  connection  therewith  but  addressed  to  the
      Administrative Agent and the Lenders;



                                       40


                  (iii) the Intercreditor Agreement,  duly executed by the First
      Lien   Administrative   Agent,  the  First  Lien  Collateral   Agent,  the
      Administrative  Agent,  Borrower  and the  other  Loan  Parties,  on terms
      reasonably satisfactory to Administrative Agent and Lenders;

                  (iv) collateral  assignments by the Loan Parties party thereto
      of the Hands On Merger  Agreement and the Stellar Nordia Managed  Services
      Agreement  each in form and  substance  substantially  identical  to those
      delivered to the First Lien  Collateral  Agent  pursuant to Section 3.1 of
      the First Lien Credit Agreement;

                  (v) duly  executed  favorable  opinions of counsel to the Loan
      Parties  (other than the Inactive  Subsidiaries)  covering  matters  under
      Federal law and the laws of New York and Delaware reasonably  satisfactory
      to the Administrative  Agent, each addressed to the  Administrative  Agent
      and the Lenders and addressing  such matters as the  Administrative  Agent
      may reasonably request;

                  (vi) a copy of each  Constituent  Document  of each Loan Party
      (other  than  the  Inactive   Subsidiaries)  that  is  on  file  with  any
      Governmental Authority in any jurisdiction,  certified as of a recent date
      by such Governmental Authority, together with, if applicable, certificates
      attesting to the good standing of such Loan Party in such jurisdiction and
      each other  jurisdiction where such Loan Party is qualified to do business
      as a foreign  entity or where such  qualification  is necessary  (and,  if
      appropriate in any such jurisdiction, related tax certificates);

                  (vii) a certificate  of the secretary or other officer of each
      Loan Party (other than the Inactive Subsidiaries) in charge of maintaining
      books and  records of such Loan Party  certifying  as to (A) the names and
      signatures  of each officer of such Loan Party  authorized  to execute and
      deliver any Loan  Document,  (B) the  Constituent  Documents  of such Loan
      Party attached to such certificate are complete and correct copies of such
      Constituent  Documents as in effect on the date of such certification (or,
      for any such Constituent  Document delivered pursuant to clause (v) above,
      that  there  have  been no  changes  from  such  Constituent  Document  so
      delivered),  and (C)  the  resolutions  of  such  Loan  Party's  board  of
      directors or other  appropriate  governing body approving and  authorizing
      the  execution,  delivery and  performance  of each Loan Document to which
      such Loan Party is a party;

                  (viii) a certificate  of a Responsible  Officer of Borrower to
      the effect that (A) each  condition  set forth in Section  3.1(g) has been
      satisfied  with  respect to the Borrower as of the Closing  Date;  and (B)
      since  December  31,  2006,  there  have  been no  events,  circumstances,
      developments  or other changes in facts that could  reasonably be expected
      to have,  either  individually  or in the  aggregate,  a Material  Adverse
      Effect;

                  (ix) a certificate of a Responsible Officer of the Borrower to
      the effect that both (i) each of the  Borrower and each  Guarantor  (other
      than the Inactive Subsidiaries) is Solvent and (ii) the Loan Parties taken
      as a whole are Solvent,  in each case, both before and after giving effect
      to  the  Loans,  the  consummation  of  the  Related   Transactions,   the
      application of the proceeds thereof in accordance with Section 7.9 and the
      payment of all  estimated  legal,  accounting  and other fees and expenses
      related hereto and thereto;


                                       41


                  (x) insurance  certificates in form and substance satisfactory
      to the  Administrative  Agent  demonstrating  that the insurance  policies
      required  by  Section  7.5 are in full  force  and  effect  and  have  all
      endorsements required by such Section 7.5;

                  (xi)  copies  of  each  Related  Document  and  each  Material
      Contract;

                  (xii) copies of the financial statements,  projections and Pro
      Forma Balance Sheet referred to in Section 4.4;

                  (xiii) the other documents  listed on the checklist of closing
      items provided by Administrative Agent to the Borrower; and

                  (xiv)   such   other   documents   and   information   as  the
      Administrative  Agent,  or Lender  through  the  Administrative  Agent may
      reasonably request.

            (b)  Fees  and   Expenses.   There  shall  have  been  paid  to  the
Administrative  Agent, for the account of such Agent, its Related Persons or any
Lender,  as the  case  may be,  all  fees  and all  reimbursements  of  costs or
expenses,  in each case due and payable under any Loan Document on or before the
Closing Date.

            (c)  Consents.  Each Group Member  shall have  received all material
consents and  authorizations  required  pursuant to Material  Contracts with any
other Person and shall have  obtained all material  Permits of, and effected all
notices to and filings with, any  Governmental  Authority,  in each case, as may
reasonably be necessary in connection with the  consummation of the transactions
contemplated  in any Loan Document or Related  Document  (including  the Related
Transactions) and the Administrative  Agent shall have received a certificate of
a  Responsible  Officer of the Borrower to the effect that all such consents and
authorizations have been obtained; provided, however, that the Group Members are
not required  under this clause (c) to obtain the consent of any non-Loan  Party
to the assignment of any Material  Contract  except to the extent the consent of
any such non-Loan Party is required pursuant to the First Lien Credit Agreement.

            (d)  Related   Transactions.   The  Administrative  Agent  shall  be
satisfied  that, (i) subject only to the funding of the Loans  hereunder and the
use of proceeds  thereof,  (A) as certified  to the  Administrative  Agent,  all
conditions  precedent  to the  consummation  of the  Acquisition  will have been
satisfied  or duly waived with the consent of the  Administrative  Agent and the
Acquisition  will have  been  consummated  in  accordance  with the  Acquisition
Documents  and (B) all Payoff Debt and other  obligations  under the Payoff Debt
Documents  will have been repaid in full and all Liens  securing the Payoff Debt
terminated  and  released,  as  evidenced by a payoff  letter duly  executed and
delivered  by the holders of the  applicable  Payoff Debt or an agent or trustee
thereof,  (ii) the  Equity  Investors  Equity  Investment  will  have  been made
pursuant to Equity Investors Investment Documents, (iii) the Borrower shall have
received the gross cash proceeds from the borrowing of the First Lien Term Loans
in a principal  amount of $40,000,000  and the terms and conditions of the First
Lien Term Loans and the First Lien Loan Documents shall be in form and substance
satisfactory  to the  Administrative  Agent,  and (iv) the  Borrower  shall have
received at least  $36,500,000  in cash proceeds from the issuances of Preferred
Stock pursuant to the Equity Investors Investment Documents.

            (e) Minimum  Consolidated EBITDA;  Consolidated  Leverage Ratio. The
Administrative Agent shall be satisfied that the statements set forth in Section
4.4(f) are true and correct.


                                       42


            (f)  Consolidated  Total Debt.  On the Closing  Date,  after  giving
effect  to  the  Related  Transactions   occurring  on  the  Closing  Date,  the
Consolidated Total Debt of Borrower shall be no greater than $70,000,000.

            (g)  Representations  and  Warranties;  No Defaults.  The  following
statements  shall be true on the  Closing  Date,  both  before and after  giving
effect to the funding of the Loans: (i) the  representations  and warranties set
forth in any Loan  Document  shall be true and  correct on and as of the Closing
Date or, to the extent such  representations and warranties  expressly relate to
an earlier  date, on and as of such earlier date and (ii) no Default or Event of
Default shall be continuing.

      Section  3.2  Determinations  of  Borrowing  Conditions.  For  purposes of
determining compliance with the conditions specified in Section 3.1, each Lender
shall be deemed  to be  satisfied  with  each  document  and each  other  matter
required to be  satisfactory  to such Lender unless,  prior to the Closing Date,
the  Administrative  Agent  receives  notice  from such Lender  specifying  such
Lender's objections and such Lender has not made available its Pro Rata Share of
the Loans to be made on the Closing Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            To induce the Lenders and the Administrative Agent to enter into the
Loan  Documents,  the Borrower  (and,  to the extent set forth in any other Loan
Document, each other Loan Party) represents and warrants to each of them each of
the  following  on and as of the date  hereof  and  after  giving  effect to the
Verizon  TRS  Acquisition  and the  consummation  of the  Hands On Merger on the
Closing Date:

      Section 4.1 Corporate  Existence;  Compliance  with Law. Each Group Member
(a) is duly organized,  validly  existing and in good standing under the laws of
the jurisdiction of its organization,  (b) is duly qualified to do business as a
foreign  entity and in good standing under the laws of each  jurisdiction  where
such qualification is necessary,  except where the failure to be so qualified or
in good standing could not reasonably be expected to have,  either  individually
or in the aggregate,  a Material Adverse Effect, (c) has all requisite power and
authority and the legal right to own, pledge, mortgage and operate its property,
to lease or sublease  any  property it operates  under lease or sublease  and to
conduct its business as now or  currently  proposed to be  conducted,  (d) is in
compliance  with  its  Constituent  Documents,  (e) is in  compliance  with  all
applicable  Requirements  of Law except  where the  failure to be in  compliance
could  not  reasonably  be  expected  to  have,  either  individually  or in the
aggregate,  a Material Adverse Effect and (f) has all necessary  Permits from or
by, has made all necessary filings with, and has given all necessary notices to,
each Governmental Authority having jurisdiction, to the extent required for such
ownership, lease, sublease, operation, occupation or conduct of business in each
case, that are material to the operation of its business and operations, each of
which is listed on Schedule 4.1 as of the Closing  Date.  Except as set forth in
Schedule 4.1, each Group Member is in material  compliance with such Permits and
no Group Member has received any notice  threatening  the revocation of any such
Permit or that any Group Member is in violation of any  applicable  Requirements
of Law which could reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.

      Section  4.2 Loan and  Related  Documents.  (a) Power and  Authority.  The
execution, delivery and performance by each Loan Party of the Loan Documents and
Related  Documents  to


                                       43


which it is a party and the  consummation of the Related  Transactions and other
transactions  contemplated therein (i) are within such Loan Party's corporate or
similar powers and, at the time of execution thereof,  have been duly authorized
by all necessary corporate and similar action (including, if applicable, consent
of holders of its  Securities),  (ii) do not (A)  contravene  such Loan  Party's
Constituent  Documents,  (B)  violate  any  material  Requirement  of Law in any
material  respect,  (C) except as  disclosed  on Schedule  4.2, in any  material
respect,  conflict  with,  contravene,  constitute a default or breach under any
material  Contractual  Obligation  of any Loan Party or any of its  Subsidiaries
(including other Related  Documents or Loan  Documents),  or result in or permit
the termination or acceleration of any such material Contractual Obligation,  or
(D) result in the imposition of any Lien (other than a Permitted  Lien) upon any
property of any Loan Party or any of its  Subsidiaries  and (iii) do not require
any Permit of, or filing with, any Governmental  Authority or any consent of, or
notice to, any Person,  other than (A) with respect to the Loan  Documents,  the
filings  required to perfect the Liens created by the Loan Documents,  (B) those
listed on Schedule 4.2 and that have been, or will be prior to the Closing Date,
obtained  or made,  copies of which have been,  or will be prior to the  Closing
Date,  delivered to the  Administrative  Agent, and each of which on the Closing
Date  will be in full  force  and  effect,  and (C) in the  case of any  Related
Document, those which, if not obtained or made, could not reasonably be expected
to have, either individually or in the aggregate, a Material Adverse Effect.

            (b) Due Execution  and Delivery.  From and after its delivery to the
Administrative  Agent,  each Loan  Document  and Related  Document has been duly
executed  and  delivered to the other  parties  thereto by each Loan Party party
thereto,  is the legal,  valid and binding  obligation of such Loan Party and is
enforceable  against such Loan Party in accordance with its terms, except as may
be limited by applicable bankruptcy, insolvency,  reorganization,  moratorium or
other similar laws affecting creditors' rights generally or by general equitable
principles relating to enforceability.

            (c) Related Documents.  As of the Closing Date, each  representation
and  warranty  made by such  Loan  Party in each  Related  Document  is true and
correct in all material respects and no default,  or event that, with the giving
of  notice or lapse of time or both,  would  constitute  a default  by such Loan
Party  thereunder,  has  occurred  thereunder.  As  of  the  Closing  Date,  all
applicable  waiting periods in connection  with the Acquisition  have expired or
have  been  terminated  without  any  action  being  taken  by any  Governmental
Authority  (including any requisite  waiting period (and any extension  thereof)
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976).

      Section 4.3 Ownership of Group Members. (a) Set forth on Schedule 4.3 is a
complete and  accurate  list  showing,  as of the Closing  Date,  for each Group
Member and each  Subsidiary of any Group Member and each joint venture of any of
them, its  jurisdiction of  organization,  the number of shares of each class of
Stock authorized (if applicable), the number outstanding on the Closing Date and
the number and  percentage  of the  outstanding  shares of each such class owned
(directly or  indirectly) by the applicable  holder  thereof.  As of the Closing
Date, all outstanding  Stock of each of them has been validly  issued,  is fully
paid and  non-assessable  (to the extent  applicable) and, except in the case of
Borrower,  is owned  beneficially and of record by a Group Member free and clear
of all Liens other than the security interests created by the Loan Documents and
the Second Lien Loan  Documents  and, in the case of joint  ventures,  Permitted
Liens.  Set forth on Schedule  4.3, as of the Closing  Date, is a summary of the
outstanding  Stock and Stock  Equivalents  of the  Borrower,  listing any Person
that, to the  Borrower's  knowledge,  holds  greater than 5% of the  outstanding
Stock of the  Borrower.  As of the  Closing  Date,  except  with  respect to the
Borrower as  described  on Schedule  4.3,  there are no Stock  Equivalents  with
respect to the Stock of any Group Member or any  Subsidiary  of any Group Member
or any joint


                                       44


venture of any of them. As of the Closing Date,  except for the Equity Investors
Investment  Documents and the  Constituent  Documents,  there are no Contractual
Obligations or other understandings to which any Group Member, any Subsidiary of
any Group Member or any joint  venture of any of them is a party with respect to
(including any restriction on) the issuance, voting, Sale or pledge of any Stock
or Stock Equivalent of any Group Member or any such Subsidiary or joint venture.

            (b) None of the Inactive  Subsidiaries as of the Closing Date engage
in any  business,  operations or activity,  or hold any property,  other than as
permitted under Section 8.8(b).

      Section 4.4 Financial Statements.  (a) Except as specifically disclosed in
Schedule 4.4, the Financial Statements  concerning  Borrower,  the Loan Parties,
Hands On,  Hands On Sign  Language  Services,  Inc. and the Verizon TRS Division
that  are  referred  to  below  have  been  prepared  in  accordance  with  GAAP
consistently applied throughout the periods covered (except as disclosed therein
and except, with respect to unaudited Financial  Statements,  for the absence of
footnotes and normal  year-end audit  adjustments)  and fairly  present,  in all
material  respects,  the financial position of the Persons covered thereby as at
the dates  thereof  and the results of their  operations  and cash flows for the
periods  then ended.  The  Financial  Statements  referred  to in the  preceding
sentence are: (i) the audited  Consolidated  balance sheets at December 31, 2005
and  December  31,  2006,  and the related  Consolidated  statements  of income,
retained  earnings  and cash flows of the  Borrower  for the  Fiscal  Years then
ended,  audited by WithumSmith & Brown,  P.C.;  (ii) the unaudited  Consolidated
balance  sheets at March 31, 2007,  June 30, 2007 and September 30, 2007 and the
related Consolidated  statements of income,  retained earnings and cash flows of
the Borrower for the Fiscal  Quarters  then ended;  (iii) the audited  carve-out
balance  sheets at December  31, 2005 and  December  31,  2006,  and the related
statements of income,  parent funding and cash flows of the Verizon TRS Division
for the  Fiscal  Years  then  ended,  audited  by KPMG  LLP and  Ernst &  Young,
respectively;  (iv) the audited balance sheets at December 31, 2005 and December
31, 2006, and the related statements of income, retained earnings and cash flows
of Hands On for the Fiscal Years then ended, audited by Gallina LLP; and (v) the
audited  balance  sheets at December 31, 2005 and  December  31,  2006,  and the
related statements of income,  retained earnings and cash flows of Hands On Sign
Language Services, Inc. for the Fiscal Years then ended, audited by Gallina LLP.

            (b)  Except  as  specifically  disclosed  in  Schedule  4.4,  to the
Borrower's  knowledge,  the Financial  Statements  concerning Hands On, Hands On
Sign Language  Services,  Inc. and the Verizon TRS Division that are referred to
below (A) have been  prepared  in  accordance  with  GAAP  consistently  applied
throughout the periods covered  (except as disclosed  therein and except for the
absence of  footnotes  and normal  year-end  audit  adjustments)  and (B) fairly
present, in all material respects, the financial position of the Persons covered
thereby as at the dates  thereof  and the results of their  operations  and cash
flows for the periods then ended.  The Financial  Statements  referred to in the
preceding sentence are: (i) the reviewed unaudited  condensed  carve-out balance
sheet at June 30,  2007,  and the  related  condensed  carve-out  statements  of
income,  parent  funding and cash flows of the Verizon TRS  Division for the six
months then ended,  reviewed by Ernst & Young; and (ii) the reviewed,  unaudited
combined  condensed  balance  sheet at June 30, 2007 and the  related  combined,
condensed statements of income, retained earnings and cash flows of Hands On and
Hands On Sign Language Services, Inc. for the six months then ended, reviewed by
Gallina LLP.

            (c) On the Closing  Date except as  disclosed  on Schedule  4.4, (i)
neither the Borrower nor any of its Subsidiaries  has any material  liability or
other  obligation  (including


                                       45


Indebtedness,  Guaranty Obligations,  contingent liabilities and liabilities for
taxes,  long-term leases and unusual forward or long-term  commitments)  that is
not reflected in the Financial  Statements referred to in clause (a) above or in
the notes thereto and not otherwise  permitted by this  Agreement and (ii) since
December  31,  2006,  there  has been no Sale of any  material  property  of the
Borrower or any of its Subsidiaries and no purchase or other  acquisition of any
material property other than the Acquisition.

            (d) As of the  Closing  Date,  the  Initial  Projections  have  been
prepared by the Borrower in light of the past  operations of the business of the
Borrower and its Subsidiaries  and reflect  projections for the five year period
beginning  on January 1, 2008 on a year by year basis.  As of the Closing  Date,
the Initial Projections are based upon estimates and assumptions stated therein,
all of  which  the  Borrower  believes  to be  reasonable  and  fair in light of
conditions  and facts known to the  Borrower as of the Closing  Date and reflect
the good faith,  reasonable  and fair  estimates  by the  Borrower of the future
Consolidated  financial  performance  of the Borrower and the other  information
projected  therein  for the periods set forth  therein;  provided  that (i) such
Initial  Projections  are forward  looking  information  which may be subject to
significant  uncertainties and  contingencies  beyond the Loan Parties' control,
(ii) no  assurance  would  be  given  by the  Loan  Parties  that  such  Initial
Projections  will be realized  and (iii) the actual  results may differ from the
Initial Projections and such differences might be material.

            (e) The unaudited  Consolidated  balance sheet of Borrower (the "Pro
Forma Balance Sheet")  delivered to the  Administrative  Agent prior to the date
hereof has been  prepared as of December  31, 2007 and reflects as of such date,
on a Pro Forma Basis for the  Related  Transactions  and the other  transactions
contemplated  herein to occur on the Closing Date,  the  Consolidated  financial
condition of Borrower,  and the  assumptions  expressed  therein are  reasonable
based on the  information  available  to the  Borrower  at such  date and on the
Closing Date.

            (f) Attached hereto as Schedule  4.4(f) is a pro forma  consolidated
balance  sheet,  income  statement  and cash flow  statement of Borrower and its
Subsidiaries (the "Combined Closing Date Financial Statements"), which have been
prepared  based on the Financial  Statements for the period ending June 30, 2007
(or with respect to the Borrower the period ending  September 30, 2007) referred
to in Section  4.4(a) and 4.4(b) and,  for the  periods  after the dates of such
financial  statements are reasonable  good faith  estimates by management of the
Borrower of the  financial  performance  of the  Borrower  and its  Subsidiaries
subsequent  to such date through  December 31, 2007,  based upon the  historical
performance of Borrower and its  Subsidiaries,  in each case taking into account
the closing of the  Related  Transactions,  the  incurrence  of the  Obligations
hereunder on the Closing Date and other  adjustments that the Borrower  believes
to be reasonable and fair in light of conditions and facts known to the Borrower
as of the Closing Date. Based on the Combined Closing Date Financial  Statements
and the calculations  and adjustments set forth in the adjusted  proforma profit
and loss  statement  attached  hereto as part of Schedule  4.4(f),  after giving
effect  to the  Related  Transactions  and  the  incurrence  of the  Obligations
hereunder  incurred on the Closing Date, (i) the adjusted pro forma Consolidated
EBITDA of the Borrower for the Fiscal Year ending  December 31, 2007 is not less
than $14,300,000,  (ii) the Consolidated  Leverage Ratio on December 31, 2007 is
not greater than 4.9:1.00 and (iii) the  Consolidated  Senior Leverage Ratio (as
defined in the First Lien Credit  Agreement) on December 31, 2007 is not greater
than  2.8:1.00;  provided  that for purposes of  calculating  such  Consolidated
Senior  Leverage Ratio and  Consolidated  Leverage Ratio such adjusted pro forma
Consolidated EBITDA shall be used to lieu of Consolidated EBITDA.


                                       46


      Section  4.5  Material  Adverse  Effect.  As of the  Closing  Date,  since
December 31, 2006,  there have been no events,  circumstances,  developments  or
other changes in facts that could reasonably be expected, either individually or
in the aggregate, to have a Material Adverse Effect.

      Section 4.6 Solvency. Both before and after giving effect to (a) the Loans
and Letters of Credit made or Issued on or prior to the date this representation
and warranty is made, (b) the  disbursement  of the proceeds of such Loans,  (c)
the consummation of the Related  Transactions and (d) the payment and accrual of
all transaction  costs in connection  with the foregoing,  both (i) Borrower and
each Guarantor  (other than the Inactive  Subsidiaries)  is Solvent and (ii) the
Loan Parties, taken as a whole, are Solvent.

      Section 4.7 Litigation.  Except as specifically disclosed in Schedule 4.7,
as of the  Closing  Date,  there are no  actions,  suits,  audits,  proceedings,
demands,  orders,  claims or disputes pending,  or to the best knowledge of each
Loan Party,  threatened or  contemplated,  at law, in equity,  in arbitration or
before any  Governmental  Authority,  against  any Group  Member or any of their
respective Properties which:

            (a) purport to affect or pertain to this  Agreement,  any other Loan
Document or Related Documents, or any of the transactions contemplated hereby or
thereby; or

            (b) would  reasonably  be expected to result in equitable  relief or
monetary judgment(s), individually or in the aggregate, in excess of $300,000.

No injunction, writ, temporary restraining order or any order of any nature has
been issued by any court or other Governmental Authority purporting to enjoin or
restrain the execution, delivery or performance of this Agreement, any other
Loan Document or any Related Document, or directing that the transactions
provided for herein or therein not be consummated as herein or therein provided.
As of the Closing Date, no Loan Party or any Subsidiary of any Loan Party is the
subject of an audit by the IRS or other Governmental Authority or, to each Loan
Party's knowledge, any review or investigation by the IRS or other Governmental
Authority concerning the violation or possible violation of any Requirement of
Law.

      Section  4.8 Taxes.  All  federal,  state,  local and  foreign  income and
franchise and other material tax returns, reports and statements  (collectively,
the "Tax  Returns")  required to be filed by any Tax  Affiliate  have been filed
with the appropriate Governmental Authorities in all jurisdictions in which such
Tax Returns are required to be filed,  all such Tax Returns are true and correct
in all material respects, and all taxes, charges and other impositions reflected
therein or  otherwise  due and payable have been paid prior to the date on which
any  Liability  may be added thereto for  non-payment  thereof  except for those
contested in good faith by appropriate  proceedings diligently conducted and for
which  adequate  reserves are  maintained  on the books of the  appropriate  Tax
Affiliate in  accordance  with GAAP.  As of the Closing  Date,  no Tax Return is
under audit or examination by any  Governmental  Authority and no notice of such
an audit or  examination  or any assertion of any claim for Taxes has been given
or made by any  Governmental  Authority.  Proper and accurate  amounts have been
withheld by each Tax Affiliate from their  respective  employees for all periods
in full and complete  compliance with the tax, social security and  unemployment
withholding  provisions of applicable  Requirements of Law and such withholdings
have  been  timely  paid  to the  respective  Governmental  Authorities.  No Tax
Affiliate has participated in a "reportable  transaction"  within the meaning of
Treasury  Regulation Section  1.6011-4(b) or has been a member of an affiliated,
combined or unitary  group other than the group of which a Tax  Affiliate is the
common parent.


                                       47


      Section  4.9  Margin  Regulations.  The  Borrower  is not  engaged  in the
business of extending  credit for the purpose of, and no proceeds of any Loan or
other  extensions of credit hereunder will be used for the purpose of, buying or
carrying margin stock (within the meaning of Regulation U of the Federal Reserve
Board) or extending  credit to others for the purpose of  purchasing or carrying
any such margin stock, in each case in  contravention of Regulation T, U or X of
the Federal Reserve Board.

      Section 4.10 No Burdensome Obligations;  No Defaults or Breaches. No Group
Member is a party to any Contractual Obligation, no Group Member has Constituent
Documents  containing  obligations,  and, to the  knowledge of any Group Member,
there are no applicable  Requirements  of Law, in each case the compliance  with
which could reasonably be expected to have, in the aggregate, a Material Adverse
Effect.  No Group Member (and, to the  knowledge of each Group Member,  no other
party thereto) is in default under or with respect to any Contractual Obligation
of any Group Member,  other than those that could not  reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect.

      Section 4.11  Investment  Company  Act. No Group Member is an  "investment
company" or an "affiliated person" of, or "promoter" or "principal  underwriter"
for,  an  "investment  company",  as such terms are  defined  in the  Investment
Company Act of 1940.

      Section  4.12 Labor  Matters.  (a) There are no strikes,  work  stoppages,
slowdowns  or lockouts  existing,  pending  (or, to the  knowledge  of any Group
Member,  threatened)  against or involving any Group Member,  except,  for those
that could not  reasonably be expected to have,  either  individually  or in the
aggregate,  a Material  Adverse Effect;  (b) hours worked by and payment made to
employees of each Group Member comply with the Fair Labor Standards Act and each
other federal,  state,  local or foreign law applicable to such matters,  except
where the  failures  to so comply  would not  constitute,  in the  aggregate,  a
Material  Adverse  Effect;  (c) no  Group  Member  is  party  to or bound by any
collective  bargaining or similar agreement with any union, labor  organization,
works  council or similar  representative  covering  any  employee  of any Group
Member,  (d) there is no organizing  activity involving any Group Member pending
or, to any Group Member's  knowledge,  threatened by any labor union or group of
employees;  no petition for certification or election of any such representative
is existing or pending  with  respect to any employee of any Group Member and no
such representative has sought  certification or recognition with respect to any
employee of any Group Member; and (e) there are no complaints or charges against
any Group Member pending or, to the knowledge of any Group Member, threatened to
be filed with any Governmental Authority or arbitrator based on, arising out of,
in connection  with, or otherwise  relating to the  employment or termination of
employment  by any Group  Member of any  individual  except  for  complaints  or
charges that, in the aggregate,  would not constitute a Material Adverse Effect.
Schedule  4.12 sets forth,  as of the Closing  Date, a true and complete list of
all  material  Contractual   Obligations,   plans  and  arrangements  (including
employment,  individual consulting,  executive compensation,  change in control,
severance,   supplemental   pension  and   deferred   compensation   Contractual
Obligations,  plans and  arrangements)  that provide for, upon a termination  of
employment,  change in  control  or  similar  event,  (x) any  payment  or other
compensation becoming due to any current or former employee of any Group Member,
(y) an  increase  of  benefits  or  rights  to  such  benefits  under  any  such
Contractual Obligation,  plan or arrangement or (z) the acceleration of the time
of payment,  or vesting of, any  benefits or rights to such  benefits  under any
such Contractual Obligation, plan or arrangement.

      Section 4.13 ERISA.


                                       48


            (a) Schedule  4.13(a) sets forth, as of the Closing Date, a complete
and  accurate  list  of  all  Benefit  Plans  subject  to  the  minimum  funding
requirements of Section 412 of the Code, Title IV Plans, Multiemployer Plans and
Retiree Welfare Plans. Each Benefit Plan, and each trust thereunder, intended to
qualify  for tax exempt  status  under  Section  401 or 501 of the Code or other
Requirements  of Law so  qualifies  except  where such  noncompliance  would not
constitute a Material  Adverse  Effect.  Each Benefit Plan is in compliance with
applicable  provisions of ERISA, the Code and other  Requirements of Law, except
where such  noncompliance  would not constitute a Material  Adverse  Effect.  No
Group Member or any ERISA Affiliate has engaged in any "prohibited transactions"
as defined in Section 406 of ERISA and Section 4975 of the Code,  in  connection
with  any  Benefit  Plan,  that  would  subject  any  Group  Member  to a tax on
prohibited  transactions  imposed by Section  502(i) of ERISA or Section 4975 of
the Code that would constitute a Material  Adverse Effect.  On the Closing Date,
no ERISA Event has occurred in connection  with which  obligations  and material
liabilities (contingent or otherwise) remain outstanding.

            (b) Except as set forth in  Schedule  4.13(b),  (i) no Title IV Plan
has any  Unfunded  Pension  Liability  that could  result in a Material  Adverse
Effect;  (ii) there are no existing or pending (or to the knowledge of any Group
Member, threatened) claims (other than routine claims for benefits in the normal
course),  sanctions,  actions,  lawsuits or other  proceedings or  investigation
involving any Benefit Plan that would result in a Material Adverse Effect; (iii)
within  the last  five  years no Title IV Plan of any ERISA  Affiliate  has been
terminated,  other  than in a  "standard  termination"  as that  term is used in
Section  4041(b)(1) of ERISA,  nor has any Title IV Plan of any ERISA  Affiliate
(determined  at any time  within  the last five  years)  with  Unfunded  Pension
Liabilities  been  transferred  outside of the  "controlled  group"  (within the
meaning of Section  4001(a)(14) of ERISA) of any ERISA Affiliate  (determined at
such time), in each case that would result in a Material  Adverse  Effect;  (iv)
Stock of all ERISA  Affiliates  makes up, in the aggregate,  no more than 10% of
fair  market  value of the assets of any Benefit  Plan  measured on the basis of
fair market value as of the latest  valuation  date of any Benefit  Plan,  other
than as cannot  reasonably be expected to have,  either  individually  or in the
aggregate,  a Material Adverse Effect;  (v) no liability under any Title IV Plan
has been  satisfied  with the purchase of a contract  from an insurance  company
that is not  rated AA by the  Standard  & Poor's  Corporation  or an  equivalent
rating by another  nationally  recognized  rating agency,  other than, as cannot
reasonably  be  expected  to have,  either  individually  or in the  aggregate a
Material Adverse Effect; (vi) no ERISA Event has occurred that,  individually or
in the aggregate,  could result in a Material Adverse Effect; and (vii) no ERISA
Event or event  described in Section  4062(e) of ERISA with respect to any Title
IV Plan has occurred or is  reasonably  expected to occur that could result in a
Material Adverse Effect. No ERISA Affiliate would have any Withdrawal  Liability
as a result of a complete  withdrawal  from any  Multiemployer  Plan on the date
this  representation  is made,  other than, as cannot  reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect.

      Section 4.14 Environmental Matters.  Except as set forth on Schedule 4.14,
as of the Closing Date (a) the operations of each Group Member are and have been
in compliance  with all  applicable  Environmental  Laws,  including  obtaining,
maintaining   and  complying  with  all  Permits   required  by  any  applicable
Environmental Law, other than any such non-compliances (including any failure to
obtain or  maintain,  or any  failure to comply  with all  permits  required  by
Environmental  Laws) that could not be reasonably expected to result in Material
Environmental Liabilities,  (b) no Group Member is party to and no real property
currently or, to the knowledge of any Group Member  previously,  owned,  leased,
subleased,  operated or otherwise occupied by or for any Group Member is subject
to or the  subject of any  pending  or, to the  knowledge  of any Group  Member,
threatened,  order,  action,  investigation,  suit,  proceeding,  audit,  claim,
demand,


                                       49


dispute or notice of violation or potential  liability  under or pursuant to any
Environmental Law, except for any such investigation,  suit, proceeding,  audit,
claim, demand,  dispute or notice of violation or potential liability that could
not reasonably be expected to result in Material Environmental Liabilities,  (c)
No Group Member is subject to a Contractual  Obligation arising under or related
to any Environmental Law that could reasonably be expected to result in Material
Environmental  Liabilities,  (d) no Lien in favor of any Governmental  Authority
securing,  in whole or in part,  Environmental  Liabilities  has attached to any
property of any Group  Member  and, to the  knowledge  of any Group  Member,  no
facts,  circumstances or conditions  exist that could be reasonably  expected to
result in any such Lien attaching to any such property,  (e) no Group Member has
caused or suffered to occur a Release of Hazardous  Materials at, to or from any
real  property  of any  Group  Member  and each such  real  property  is free of
contamination  by any  Hazardous  Materials,  except  for any  such  Release  or
contamination  that  could not be  reasonably  expected  to  result in  Material
Environmental Liabilities, (f) no Group Member (i) is or has been engaged in, or
to the  knowledge  of Borrower  has  permitted  any current or former  tenant to
engage in,  operations that, in the aggregate,  could be reasonably  expected to
result in  Material  Environmental  Liabilities,  or (ii)  knows of any  facts,
circumstances  or conditions,  including  receipt of any information  request or
notice of potential  responsibility under CERCLA or similar  Environmental Laws,
that  could  be  reasonably   expected  to  result  in  Material   Environmental
Liabilities  and (g) each Group Member has made available to the  Administrative
Agent copies of all existing environmental  reports,  reviews and audits and all
documents pertaining to actual or potential Environmental  Liabilities,  in each
case to the extent such  reports,  reviews,  audits and  documents  are in their
possession, custody or control.

      Section 4.15 Intellectual Property. (a) Each Group Member owns or licenses
or otherwise  has the right to use all  Intellectual  Property that is necessary
for the operations of its businesses.

            (b) The  conduct  and  operations  of the  businesses  of each Group
Member and the use of the Intellectual  Property in connection  therewith do not
infringe,  misappropriate,  or violate any  Intellectual  Property  right of any
other Person and no other Person has contested  any right,  title or interest of
any Group Member in, or relating  to, any  Intellectual  Property  owned by such
Group  Member,  other than,  in each case,  as cannot  reasonably be expected to
have,  either  individually or in the aggregate,  a Material Adverse Effect.  In
addition,  except as set forth on Schedule 4.15 (x) there are no pending (or, to
the  knowledge of any Group Member,  threatened)  actions,  suits,  proceedings,
audits,  claims,  demands,  orders or disputes  affecting  any Group Member with
respect  to and (y) no  judgment  or order  regarding  any such  claim  has been
rendered by any competent  Governmental  Authority,  no settlement  agreement or
similar  Contractual  Obligation has been entered into by any Group Member, with
respect to and (z) no Group  Member knows or has any reason to know of any valid
basis  for any  claim  based  on,  any such  infringement,  misappropriation  or
violation,  other than, in each case, as cannot  reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect.

            (c) On the Closing Date, all Material Intellectual Property owned by
the Group Members is in full force and effect,  has not been adjudged invalid or
unenforceable, in whole or in part, and to the Group Member's knowledge is valid
and enforceable and no Material Intellectual Property has been abandoned.

            (d) With  respect to each IP  License:  (A) such IP License is valid
and binding  and in full force and affect and  represents  the entire  agreement
between the  respective  parties  thereto  with  respect to the  subject  matter
thereof,  (B) the Group Members have not received any notice of  termination  or
cancellation under such IP License,  (C) no breach or default shall be


                                       50


caused  by  the  consummation  of the  transactions  contemplated  by  any  Loan
Document,  and (D) the Group Members,  and to the Group Member's  knowledge each
other  party  thereto,  is not in  material  breach  or  default  of any such IP
License,  other than,  in each case,  as cannot  reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect.

            (e) The  consummation of the  transactions  contemplated by any Loan
Document shall not adversely  affect or impair the ownership,  use,  validity or
enforceability  of, or any other  material  rights of the Group  Members in, any
Material Intellectual Property.

            (f)  Except as set forth on  Schedule  4.15,  to the Group  Member's
knowledge,  as of the  Closing  Date,  no  Person  has  been  or is  infringing,
misappropriating,  diluting,  or otherwise  violating any material  Intellectual
Property of the Group Members.

      Section  4.16 Title;  Real  Property.  (a) Each Group  Member has good and
marketable  fee  simple  title to all owned  real  property,  if any,  and valid
leasehold interests in all leased real property, and owns all personal property,
in each case that is  purported  to be owned or  leased by it,  including  those
reflected on the most recent Financial Statements delivered by the Borrower, and
none of such property is subject to any Lien except Permitted Liens.

            (b) Set forth on  Schedule  4.16 is, as of the Closing  Date,  (i) a
complete and accurate list of all real property owned in fee simple by any Group
Member or in which any Group Member owns a leasehold interest setting forth, for
each  such  real  property,   the  current  street  address  (including,   where
applicable,  county, state and other relevant  jurisdictions),  the record owner
thereof and,  where  applicable,  each lessee and  sublessee  thereof,  (ii) any
lease, sublease, license or sublicense of such real property by any Group Member
and (iii) each Contractual Obligation by any Group Member, whether contingent or
otherwise, to Sell such real property.

      Section 4.17 Bank and Security Accounts. Set forth on Schedule 4.17 is, as
of the  Closing  Date,  a  complete  and  accurate  list of all  bank,  deposit,
securities, commodities or other accounts maintained by any Loan Party, and such
Schedule  correctly  identifies the name,  address and telephone  number of each
depository,  the name in which the account is held, a description of the purpose
of the account, and the complete account number therefor.

      Section 4.18  Insurance.  Set forth on Schedule 4.18 is, as of the Closing
Date,  a complete  and  accurate  list of all  insurance  policies of any nature
maintained by each Loan Party, as well as a summary of the key business terms of
each such policy such as deductibles, coverage limits and term of policy.

      Section 4.19 Material Contracts.  Set forth on Schedule 4.19 is, as of the
Closing  Date, a complete and accurate  list of all Material  Contracts to which
any Loan Party is a party.

      Section 4.20 Anti Terrorism. (a) No Group Member (and, to the knowledge of
each Group Member, no joint venture or subsidiary  thereof) (i) is listed in the
annex to, or is  otherwise  subject to the  provisions  of,  the  Anti-Terrorism
Order, (ii) is owned or controlled by, or acting for or on behalf of, any person
listed in the annex  to, or is  otherwise  subject  to the  provisions  of,  the
Anti-Terrorism  Order,  (iii)  commits,  threatens  or  conspires  to  commit or
supports  "terrorism"  as defined in the  Executive  Order or (iv) is named as a
"specially  designated  national  and blocked  person" in the most  current list
published by the U.S. Treasury Department Office of Foreign Assets Control.


                                       51


            (b) No Group Member (and, to the knowledge of each Group Member,  no
joint  venture or  Affiliate  thereof)  (i)  conducts any business or engages in
making or receiving any  contribution of funds,  goods or services to or for the
benefit of any person  described in clauses (a)(i) through  (a)(iv) above,  (ii)
deals in, or otherwise engages in any transactions  relating to, any property or
interests  in property  blocked  pursuant to the  Anti-Terrorism  Order or (iii)
engages in or conspires to engage in any transaction  that evades or avoids,  or
has the purpose of evading or  avoiding,  or  attempts  to  violate,  any of the
prohibitions set forth in any Anti-Terrorism Law.

      Section 4.21  Delivery of Material  Contracts and Related  Documents.  The
Borrower  has  delivered  to the  Administrative  Agent a complete  copy of each
Material  Contract and Related  Document,  and all  documents,  instruments  and
agreements executed in connection therewith  (including all exhibits,  schedules
and disclosure  letters referred to therein or delivered  pursuant  thereto,  if
any) and all amendments thereto, waivers relating thereto and other side letters
or agreements affecting the terms thereof. None of such documents and agreements
has been amended or  supplemented,  nor have any of the provisions  thereof been
waived, except pursuant to a written agreement or instrument that has heretofore
been  delivered  to  Administrative  Agent.  As of  the  Closing  Date,  to  the
Borrower's  knowledge,  the representations and warranties of Hands On set forth
in the Hands On Merger  Agreement  and  Verizon  set  forth in the  Verizon  TRS
Acquisition  Agreement and qualified as to materiality  are true and correct and
those not so qualified are true and correct in all material respects,  on and as
of the Closing Date as though made at that time,  except to the extent that such
representations  and  warranties  expressly  relate to an earlier date (in which
case such  representations  and warranties  qualified as to materiality are true
and  correct,  and those not so  qualified  are true and correct in all material
respects, on and as of such earlier date).

      Section 4.22 Brokers.  No Group Member has dealt with any broker,  finder,
commission agent or other Person in connection with any transactions  referenced
in or  contemplated  by  this  Agreement,  nor is any  Group  Member  under  any
obligation  to pay any  broker's  fee or  commission  in  connection  with  such
transactions, except as set forth on Schedule 4.22.

      Section  4.23  Full   Disclosure.   Except  with  respect  to  projections
(including the Initial Projections), the information prepared or furnished by or
on behalf of any Group Member in  connection  with any Loan  Document or Related
Document  (including  the  information  contained in any Financial  Statement or
Disclosure  Document prepared or reviewed by any Group Member or the Sponsor) or
the   consummation  of  any  Related   Transaction  or  any  other   transaction
contemplated  therein,  does not contain any untrue statement of a material fact
or omit to state a material  fact  necessary  to make the  statements  contained
therein,  in  light  of  the  circumstances  when  made,  not  misleading.   All
projections that are part of such information  (including those set forth in the
Initial  Projections) are based upon good faith estimates and stated assumptions
believed to be  reasonable  and fair as of the date made in light of  conditions
and facts then known and, as of such date,  reflect good faith,  reasonable  and
fair estimates of the  information  projected for the periods set forth therein;
provided,  however,  that the Administrative  Agent and the Lenders  acknowledge
that (i) any such projections  (including the Initial Projections)  furnished to
the  Administrative  Agent and the Lenders would be forward looking  information
which may be subject to significant  uncertainties and contingencies  beyond the
Loan Parties' control, (ii) no assurance would be given by the Loan Parties that
such  projections  will be realized and (iii) the actual results may differ from
projections and such differences might be material.  As of the Closing Date, all
facts  known  to any  Group  Member  and  material  to an  understanding  of the


                                       52


financial condition,  business,  property or prospects of the Group Member taken
as one enterprise have been disclosed to the Lenders.

      Section 4.24  Regulatory  Matters.  (a) Each Group Member holds,  and upon
consummation  of the  Related  Transactions  will hold,  all  material  Permits,
waivers, orders, approvals, concessions,  registrations and other authorizations
issued or provided by, and all  contracts or  agreements  with,  the FCC,  state
public service or public utility commissions or similar Governmental Authorities
(each of the FCC and such public service commissions, public utility commissions
and  similar  Governmental  Authorities,  a  "Regulatory  Authority"),  that are
necessary  under all  Requirements  of Law for the ownership,  lease,  sublease,
operation,  occupation or conduct of each Group  Member's  respective  assets or
business,  as the case may be, (i) as currently conducted,  and (ii) as proposed
to be conducted upon  consummation of the Acquisition.  All Permits held by each
Group Member and issued by any Regulatory  Authority  excluding any  Contractual
Obligations  (collectively "Regulatory Permits") are listed on Schedule 4.24 (to
the extent held on the Closing Date) and are in full force and effect.

            (b) As of the Closing Date,  each Group Member is in compliance,  in
all material  respects,  with the terms of each  Regulatory  Permit held by such
Group Member.

            (c) As of the Closing Date, each Group Member has filed all material
reports  and  other  submissions  required  to  be  filed  with  the  Regulatory
Authorities, and has timely paid all fees required to be paid to the FCC and all
Regulatory Authorities by such Group Member.

            (d) Except as set forth on Schedule  4.24,  as of the Closing  Date,
there is not pending, nor to any Group Member's knowledge,  threatened,  against
any Group Member any application, action, petition, objection or other pleading,
or any proceeding  with any Regulatory  Authority that questions or contests the
validity  of,  or any  rights of the  holder  under,  or seeks the  non-renewal,
suspension, revocation, cancellation, or adverse modification of, any Regulatory
Permit held by any Group Member or alleges that any Group Member is in violation
of any Regulatory Permits or related applicable Requirements of Law.

      Section 4.25 Restricted Activities of Inactive  Subsidiaries.  No Inactive
Subsidiary  owns any property or assets other than as  permitted  under  Section
8.8(b),  and,  except  in  connection  with  the  dissolution  of  the  Inactive
Subsidiaries, no Inactive Subsidiary conducts any business activities other than
as permitted under Section 8.8(b).

                                   ARTICLE V

                               FINANCIAL COVENANTS

            The  Borrower  (and,  to the  extent  set  forth in any  other  Loan
Document,  each other Loan Party) agrees with the Lenders and the Administrative
Agent to each of the  following,  as long as any  Obligation  or any  Commitment
remains outstanding:

      Section 5.1 Maximum  Consolidated  Leverage Ratio.  The Borrower shall not
have,  on the last day of each Fiscal  Quarter set forth below,  a  Consolidated
Leverage  Ratio  greater than the maximum  ratio set forth  opposite such Fiscal
Quarter:

 ------------------------------------------------------------------------------
                                              MAXIMUM CONSOLIDATED
     FISCAL QUARTER ENDING                       LEVERAGE RATIO
 ------------------------------------------------------------------------------
      SEPTEMBER 30, 2008                            5.20 TO 1
 ------------------------------------------------------------------------------

                                       53


 ------------------------------------------------------------------------------
      DECEMBER 31, 2008                             5.20 TO 1
 ------------------------------------------------------------------------------
      MARCH 31, 2009                                4.60 TO 1
 ------------------------------------------------------------------------------
      JUNE 30, 2009                                 4.60 TO 1
 ------------------------------------------------------------------------------
      SEPTEMBER 30, 2009                            4.60 TO 1
 ------------------------------------------------------------------------------
      DECEMBER 31, 2009                             4.30 TO 1
 ------------------------------------------------------------------------------
      MARCH 31, 2010                                4.30 TO 1
 ------------------------------------------------------------------------------
      JUNE 30, 2010                                 4.00 TO 1
 ------------------------------------------------------------------------------
      SEPTEMBER 30, 2010                            3.75 TO 1
 ------------------------------------------------------------------------------
      DECEMBER 31, 2010 AND EACH FISCAL             3.50 TO 1
      QUARTER THEREAFTER
 ------------------------------------------------------------------------------

      Section 5.2 Capital  Expenditures.  No Group Member shall incur, or permit
to be incurred,  Capital  Expenditures in the aggregate  during each Fiscal Year
set forth below in excess of the maximum  amount set forth below for such Fiscal
Year:

 ------------------------------------------------------------------------------
                                              MAXIMUM CAPITAL
     FISCAL YEAR ENDING                         EXPENDITURES
 ------------------------------------------------------------------------------
      Fiscal Year 2008                          $7,000,000
 ------------------------------------------------------------------------------
      Fiscal Year 2009                          $5,000,000
 ------------------------------------------------------------------------------
      Fiscal Year 2010                          EBITDA Amount
 ------------------------------------------------------------------------------
      Fiscal Year 2011                          EBITDA Amount
 ------------------------------------------------------------------------------
      Fiscal Year 2012                          EBITDA Amount
 ------------------------------------------------------------------------------
      Fiscal Year 2013                          EBITDA Amount
 ------------------------------------------------------------------------------

For  purposes of this  Section 5.2 (i)  Capital  Expenditures  shall not include
capitalized  labor costs, and (ii) the "EBITDA Amount" for any Fiscal Year shall
mean an amount equal to 23% of the Consolidated  EBITDA of the Borrower for such
Fiscal Year.

      Section 5.3 Minimum Net Revenue.  Borrower and it Subsidiaries  shall have
Consolidated  net  revenues  of not less  than (i)  $19,000,000  for the  Fiscal
Quarter ending March 31, 2008 and (ii) $19,500,000 for the Fiscal Quarter ending
June 30, 2008.

      Section 5.4 Verizon TRS Acquisition Agreement Earn-Out. The Borrower shall
reserve  on its  books,  until the  Earn-Out  (as  defined  in the  Verizon  TRS
Acquisition  Agreement) payable under the Verizon TRS Acquisition has been fully
paid (or it has been  determined that no payment is due  thereunder),  an amount
equal to the lesser of (i) the maximum  Earn-Out  reasonably  determined  by the
Borrower to be payable (but not yet paid) from time to time in  accordance  with
the  Verizon  TRS  Acquisition  Agreement,  and  (ii)(A) for the period from the
Closing  Date to the  date  which  is 50  days  thereafter,  $2,000,000  and (B)
thereafter,  $8,000,000. The Borrower shall not be permitted to pay the Earn-Out
or any part thereof if after  giving  effect to any such  payment,  any Event of
Default has occurred and is continuing.

      Section 5.5  Revolver  Availability.  Until the end of the Fiscal  Quarter
ending  on  September  30,  2008,  Borrower  shall at all  times  have  Revolver
Availability  (with  trade  payables  being  paid  currently  and  expenses  and
liabilities   being  paid  in  the  ordinary  course  of  business  and


                                       54


without acceleration of sales) of at least $4,000,000. Thereafter, such Revolver
Availability,  plus the amount of cash and unrestricted Cash Equivalents held in
Controlled  Deposit Accounts and Controlled  Securities  Accounts,  shall at all
times be at least $4,000,000.

                                   ARTICLE VI

                               REPORTING COVENANTS

            The  Borrower  (and,  to the  extent  set  forth in any  other  Loan
Document,  each other Loan Party) agrees with the Lenders and the Administrative
Agent to each of the  following,  as long as any  Obligation  or any  Commitment
remains outstanding:

      Section  6.1  Financial  Statements.  The  Borrower  shall  deliver to the
Administrative Agent each of the following:

            (a) Monthly Reports.  As soon as available,  and in any event within
30 days after the end of each  fiscal  month,  beginning  with the fiscal  month
ending  April 30, 2008  (excluding  any month ending on a date which is also the
last  day of a Fiscal  Quarter)  the  Consolidated  unaudited  balance  sheet of
Borrower  as of  the  close  of  such  fiscal  month  and  related  Consolidated
statements of income and cash flow for such fiscal month and that portion of the
Fiscal  Year  ending  as of the close of such  fiscal  month,  setting  forth in
comparative  form (i) beginning  with the fiscal month ending  January 31, 2009,
the figures for the corresponding  periods in the prior Fiscal Year and (ii) the
figures  contained  in the  latest  Projections,  in each  case  certified  by a
Responsible  Officer  of the  Borrower  as  fairly  presenting  in all  material
respects the  Consolidated  financial  position,  results of operations and cash
flow of Borrower as at the dates  indicated  and for the  periods  indicated  in
accordance  with GAAP (subject to the absence of footnote  disclosure and normal
year-end and quarter-end audit adjustments).  In addition, for the months ending
January 31, 2008,  February 29, 2008 and March 31, 2008,  Borrower shall deliver
to the  Administrative  Agent a monthly profit and loss statement and a cash and
working capital statement prepared by management of the Borrower.

            (b) Quarterly Reports. As soon as available, and in any event within
45 days after the end of each Fiscal Quarter, the Consolidated unaudited balance
sheet  of  Borrower  as  of  the  close  of  such  Fiscal  Quarter  and  related
Consolidated statements of income and cash flow for such Fiscal Quarter and that
portion  of the  Fiscal  Year  ending  as of the close of such  Fiscal  Quarter,
setting forth in comparative form the figures for the  corresponding  periods in
the prior Fiscal Year and the figures  contained in the latest  Projections,  in
each  case  certified  by a  Responsible  Officer  of  the  Borrower  as  fairly
presenting in all material respects the Consolidated financial position, results
of  operations  and cash flow of Borrower as at the dates  indicated and for the
periods  indicated in  accordance  with GAAP (subject to the absence of footnote
disclosure and normal year-end audit adjustments).

            (c) Annual Reports. As soon as available, and in any event within 90
days  after the end of each  Fiscal  Year,  the  Consolidated  balance  sheet of
Borrower  as of the end of such  year and  related  Consolidated  statements  of
income,  stockholders'  equity and cash flow for such Fiscal Year, each prepared
in accordance  with GAAP,  together with a  certification  by the Group Members'
Accountants that (i) such  Consolidated  Financial  Statements fairly present in
all material respects the Consolidated financial position, results of operations
and  cash  flow of  Borrower  as at the  dates  indicated  and  for the  periods
indicated therein in accordance with GAAP without  qualification as to the scope
of the audit or as to going concern and without any other similar  qualification
and (ii) in the  course  of the  regular  audit of the  businesses  of the Group


                                       55


Members,  which audit was  conducted  in  accordance  with the  standards of the
United  States'  Public  Company  Accounting  Oversight  Board (or any successor
entity),  such Group  Members'  Accountants  have  obtained no knowledge  that a
Default or Event of Default in respect of any  financial  covenant  contained in
Article V is continuing or, if in the opinion of the Group Members'  Accountants
such a Default or Event of Default is  continuing,  a statement as to the nature
thereof (it being  understood  that the Borrower shall not be required to obtain
such  certification  in this subsection (ii) to the extent it cannot obtain such
certification  after  using  commercially  reasonable  efforts  to  obtain  such
certification).  The  Borrower  shall  deliver  copies of all  material  reports
(including,  to the extent  Borrower is not prohibited by law from doing so, any
management  letters)  sent to the Loan  Parties by their  independent  certified
public accountants promptly upon receipt thereof.

            (d)  Compliance  Certificate.  Together  with each  delivery  of any
Financial  Statement  pursuant  to clause  (b) or (c)  above,  (x) a  Compliance
Certificate  duly executed by a Responsible  Officer of the Borrower that, among
other  things,   (i)  shows  in  reasonable  detail  the  calculations  used  in
determining Excess Cash Flow, if delivered together with any Financial Statement
pursuant to clause (c) above, (ii)  demonstrates  compliance with each financial
covenant  contained in Article V tested for the relevant current period at least
on a  quarterly  basis,  (iii)  states  that no  Default  or Event of Default is
continuing as of the date of delivery of such  Compliance  Certificate  or, if a
Default or Event of Default is  continuing,  states the nature  thereof  and the
action  that the  Borrower  proposes  to take  with  respect  thereto,  and (iv)
describes in reasonable  detail any material  adverse change in the relationship
between the  Borrower and any of its  material  suppliers  or customers  and (y)
underlying  financial  information  for the  period  covered  by such  Financial
Statements for the Group Members'  business units and segments in form and scope
mutually agreed upon by the Administrative Agent and Borrower.

            (e) Corporate  Chart and Other  Collateral  Updates.  As part of the
Compliance  Certificate delivered pursuant to clause (d) above, each in form and
substance   satisfactory  to  the  Administrative  Agent,  a  certificate  by  a
Responsible  Officer  of the  Borrower  that (i) the  Corporate  Chart  attached
thereto (or the last Corporate Chart  delivered  pursuant to this clause (e)) is
correct and  complete as of the date of such  Compliance  Certificate,  (ii) the
Loan Parties have  delivered all documents  (including  updated  schedules as to
locations  of  Collateral  and  acquisition  of  Intellectual  Property  or real
property) they are required to deliver pursuant to any Loan Document on or prior
to the date of delivery of such  Compliance  Certificate  and (iii) complete and
correct copies of all documents  modifying any term of any Constituent  Document
of any Group Member or any  Subsidiary or joint  venture  thereof on or prior to
the date of delivery of such Compliance  Certificate  have been delivered to the
Administrative Agent or are attached to such certificate.

            (f)  Additional  Projections.  As soon as available and in any event
not later than the earlier of (x) 60 days after the end of each Fiscal Year (but
not including the Fiscal Year ending  December 31, 2007),  and (y) 15 days after
approval thereof by the Borrower's  board of directors,  (i) the annual business
plan of the Group Members for the Fiscal Year next  succeeding  such Fiscal Year
and (ii)  forecasts  prepared by  management of the Borrower (A) for each fiscal
month in such next  succeeding  Fiscal  Year and (B) for each  other  succeeding
Fiscal Year through the Fiscal Year  containing the Scheduled Term Loan Maturity
Date,  in  each  case  including  in such  forecasts  (x) a  projected  year-end
Consolidated  balance sheet, income statement and statement of cash flows, (y) a
statement of all of the material  assumptions  on which such forecasts are based
and (z) substantially  the same type of financial  information as that contained
in the Initial  Projections.  For the avoidance of doubt,  none of the foregoing
shall be required to be approved by the Borrower's  board of directors  prior to
the delivery thereof.


                                       56


            (g) Qualitative and  Quantitative  Presentation.  Together with each
delivery of any  Financial  Statement  pursuant  to clauses (b) or (c) above,  a
qualitative and quantitative presentation of the financial condition and results
of  operations  of the Group  Members  for the  portion of the Fiscal  Year then
elapsed  and  discussing  the reasons for any  significant  variations  from the
Projections for such period and the figures for the corresponding  period in the
previous Fiscal Year.

            (h) Intercompany  Loan Balances.  Together with each delivery of any
Compliance   Certificate  pursuant  to  clause  (d)  above,  a  summary  of  the
outstanding balances of all intercompany  Indebtedness as of the last day of the
Fiscal Quarter  covered by such Financial  Statement,  certified as complete and
correct by a  Responsible  Officer  of the  Borrower  as part of the  Compliance
Certificate delivered in connection with such Financial Statements.

            (i) Audit  Reports,  Management  Letters,  Etc.  Together  with each
delivery of any  Financial  Statement for any Fiscal Year pursuant to clause (c)
above and to the extent  Borrower is not prohibited by law from doing so, copies
of each management letter,  audit report or similar letter or report received by
any Group Member from any independent  registered  certified  public  accountant
(including the Group  Members'  Accountants)  in connection  with such Financial
Statements  or any audit  thereof,  each  certified  to be complete  and correct
copies  by a  Responsible  Officer  of the  Borrower  as part of the  Compliance
Certificate delivered in connection with such Financial Statements.

            (j)  Insurance.   Together  with  each  delivery  of  any  Financial
Statement  for any Fiscal Year  pursuant  to clause (c) above,  each in form and
substance  reasonably  satisfactory to the Administrative Agent and certified as
complete  and correct by a  Responsible  Officer of the  Borrower as part of the
Compliance Certificate delivered in connection with such Financial Statements, a
summary of all material insurance coverage  maintained as of the date thereof by
any Group Member,  together with such other related documents and information as
the Administrative Agent may reasonably require.

            (k) Information and Reports Related to Subordinated  Debt.  Promptly
following the delivery thereof to the holders of the  Subordinated  Debt, a copy
of all information and reports related to the Group Members sent by the Borrower
to the holders of the Subordinated Debt.

            (l)  Correspondence  with holders of the First Lien Loans.  Promptly
following  the  delivery  thereof  to the  lenders  under  the  First  Lien Loan
Documents,  a copy of all  information  and reports related to the Group Members
sent by the Borrower to the lenders under the First Lien Loan Documents.

            (m) Other Events. The Borrower shall give the  Administrative  Agent
notice of each of the  following  (which may be made by  telephone  if  promptly
confirmed in writing)  promptly  after any  Responsible  Officer of the Borrower
knows or has  reason  to know of it:  (a)(i)  any  Default  or Event of  Default
(including any default or event of default under the First Lien Loan  Documents)
and (ii) any event or  condition  that would  reasonably  be  expected  to have,
either individually or in the aggregate, a Material Adverse Effect,  specifying,
in each case, the nature and anticipated  effect thereof and any action proposed
to be taken  in  connection  therewith,  (b) any  event  (other  than any  event
involving  loss or  damage  to  property)  reasonably  expected  to  result in a
mandatory  payment of the  Obligations  pursuant  to Section  2.8,  stating  the
material  terms and conditions of such  transaction  and estimating the Net Cash
Proceeds thereof, (c) the commencement of, or any material  developments in, any
action, investigation,  suit, proceeding,


                                       57


audit,  claim,  demand,  order or dispute  with,  by or before any  Governmental
Authority  affecting  any Group  Member or any property of any Group Member that
(i) seeks injunctive or similar relief,  (ii) in the reasonable  judgment of the
Borrower  exposes any Group Member to liability in an aggregate amount in excess
of $300,000 or (iii) if adversely  determined  could  reasonably  be expected to
have, either  individually or in the aggregate,  a Material Adverse Effect,  (d)
the  acquisition  of  any  real  property,  and  (e)  the  commencement  of  any
investigation, suit, proceeding, audit, claim, demand, order or dispute with, by
or before any  Governmental  Authority  affecting  any Group  Member  that could
reasonably  be expected to result in the  suspension,  revocation,  restriction,
amendment or nonrenewal of any material Regulatory Permit of any Group Member.

      Section  6.2  Copies of Notices  and  Reports.  To the extent not  already
provided  to the  Administrative  Agent  pursuant  hereto,  the  Borrower  shall
promptly  deliver to the  Administrative  Agent copies of each of the following:
(a) all  material  reports  that  Borrower  transmits  to its  security  holders
generally,  (b) all  material  documents  that any Group  Member  files with the
Securities  and  Exchange   Commission  or  any   securities   exchange  or  any
Governmental  Authority  exercising  similar  functions,  (c) all material press
releases  not  made  available  directly  to the  general  public,  and  (d) any
materially  adverse  notices  that  any  Loan  Party  executes  or  receives  in
connection with any Material Contract.

      Section 6.3 Taxes. The Borrower shall give the Administrative Agent notice
(which  may be made by  telephone  if  promptly  confirmed  in  writing)  of the
creation of any Contractual  Obligation of any Tax Affiliate,  or the receipt of
any request directed to any Tax Affiliate,  to make any adjustment under Section
481(a) of the Code,  by reason of a change in  accounting  method or  otherwise,
which  could  reasonably  be  expected to have,  either  individually  or in the
aggregate,  a Material Adverse Effect promptly after any Responsible  Officer of
any Group Member knows or has reason to know of it.

      Section 6.4 Labor  Matters.  The  Borrower  shall give the  Administrative
Agent  notice  of each of the  following  (which  may be  made by  telephone  if
promptly confirmed in writing),  promptly after, and in any event within 30 days
after any Responsible  Officer of any Group Member obtains knowledge of: (a) the
commencement  of any material  labor dispute to which any Group Member is or may
become a party,  including any strikes,  lockouts or other disputes  relating to
any of such Person's  plants and other  facilities and (b) the incurrence by any
Group Member of any Worker Adjustment and Retraining Notification Act or related
or similar liability  incurred with respect to the closing of any plant or other
facility of any such Person (other than,  in the case of this clause (b),  those
that could not  reasonably be expected to have,  either  individually  or in the
aggregate, a Material Adverse Effect).

      Section 6.5 ERISA  Matters.  The  Borrower  shall give the  Administrative
Agent  (a) on or prior to any  filing by any ERISA  Affiliate  of any  notice of
intent to terminate  any Title IV Plan that would  result in a Material  Adverse
Effect, a copy of such notice and (b) promptly, and in any event within 10 days,
after any Responsible Officer of any ERISA Affiliate knows or has reason to know
thereof that (i) a request for a minimum funding waiver under Section 412 of the
Code has been filed with respect to any Title IV Plan or Multiemployer Plan that
would result in a Material Adverse Effect or a Lien under ERISA or Code Sections
412 or 430, a notice  (which may be made by telephone  if promptly  confirmed in
writing)  describing such waiver request and any action that any ERISA Affiliate
proposes to take with respect thereto,  together with a copy of any notice filed
with the PBGC or the IRS pertaining  thereto, or (ii) any ERISA Event that would
result in a Material  Adverse  Effect or a Lien under ERISA or Code Sections 412
or 430,  together with a statement of the Responsible  Officer setting forth the


                                       58


details of such ERISA  Event or Lien and the action  which the ERISA  Affiliates
propose to take with respect thereto.

      Section 6.6  Environmental  Matters.  (a) The Borrower  shall  provide the
Administrative  Agent  notice  of each of the  following  (which  may be made by
telephone  if promptly  confirmed  in writing)  promptly  after any  Responsible
Officer of any Group Member obtains  knowledge of (and, upon reasonable  request
of the Administrative Agent, documents and information in connection therewith):
(i)(A)  Releases of Hazardous  Materials  in  violation  of, or in a manner that
could give rise to Environmental Liability or to an investigatory, corrective or
remedial  obligation  under,  any  Environmental  Laws with respect to any Group
Member or any of its  facilities  or  operations,  (B) the  receipt by any Group
Member of any notice of  violation  or  potential  liability  or similar  notice
under,  or the existence of any condition  that could  reasonably be expected to
result in a violation of, or liability under, any Environmental Law with respect
to any  Group  Member  or  any  of its  facilities  or  operations,  or (C)  the
commencement  of, or any material  change to, any action,  investigation,  suit,
proceeding,  audit, claim, demand, dispute alleging a violation of, or liability
under, any  Environmental  Law with respect to any Group Members or any of their
facilities or operations, that, for each of clauses (A), (B) and (C) above (and,
in the case of clause (C), if adversely  determined),  in the aggregate for each
such clause,  could  reasonably be expected to result in Material  Environmental
Liabilities,  (ii) the  receipt  by any Group  Member of  notification  that any
property of any Group Member is subject to any Lien in favor of any Governmental
Authority securing, in whole or in part, Environmental Liabilities and (iii) any
proposed  acquisition or lease of real property (except as part of any Permitted
Acquisition) if such acquisition or lease would have a reasonable  likelihood of
resulting in Material Environmental Liabilities.

            (b) Upon reasonable written request of the Administrative Agent, the
Borrower  shall provide the Agents with a report  containing an update as to the
status of the  investigation,  corrective  action,  remediation or other matters
with  respect  to  any  (i)  material  non-compliance  with  Environmental  Laws
identified in any document  delivered to any Secured Party  pursuant to any Loan
Document or (ii) adverse  environmental,  health or safety condition  concerning
any Group Member or any of its facilities or operations, where such condition is
reasonably  expected to result in  Material  Environmental  Liabilities.  with a
report  containing an update as to the status of the  investigation,  corrective
action,   remediation  or  other  matters  with  respect  to  any  (i)  material
non-compliance  with  Environmental Laws identified in any document delivered to
any Secured Party  pursuant to any Loan Document or (ii) adverse  environmental,
health or safety condition  concerning any Group Member or any of its facilities
or operations, where such condition is reasonably expected to result in Material
Environmental Liabilities.

      Section  6.7  Other   Information.   The   Borrower   shall   provide  the
Administrative  Agent with such other documents and information  with respect to
the business, property, condition (financial or otherwise),  legal, financial or
corporate  or  similar  affairs  or  operations  of  any  Group  Member  as  the
Administrative  Agent or any Lender  through the  Administrative  Agent may from
time to time reasonably request.

      Section 6.8 Delivery of Information to Lenders. The Borrower shall provide
to each Lender copies of all documents and information delivered by the Borrower
to the  Administrative  Agent  pursuant to this Article VI upon delivery of such
documents and information to the Administrative Agent.


                                       59


                                  ARTICLE VII

                              AFFIRMATIVE COVENANTS

            The  Borrower  (and,  to the  extent  set  forth in any  other  Loan
Document,  each other Loan Party) agrees with the Lenders and the Administrative
Agent to each of the  following,  as long as any  Obligation  or any  Commitment
remains outstanding:

      Section 7.1  Maintenance of Corporate  Existence.  Each Group Member shall
preserve  and  maintain  its  legal  existence,  except in the  consummation  of
transactions expressly permitted by Sections 8.4 and 8.7.

      Section 7.2 Compliance with Laws, Etc. Each Group Member shall comply with
all applicable  Requirements of Law, Contractual Obligations and Permits, except
for such  failures  to comply  that would  not,  either  individually  or in the
aggregate, have a Material Adverse Effect.

      Section  7.3  Payment  of  Obligations.  Each  Group  Member  shall pay or
discharge  before  they  become  past due (a) all  claims,  taxes,  assessments,
charges  and levies  imposed  by any  Governmental  Authority  and (b) all other
lawful claims that if unpaid would, by the operation of applicable  Requirements
of Law,  become a Lien upon any property of any Group  Member,  except,  in each
case, for (A) those whose amount or validity is being contested in good faith by
proper  proceedings  diligently  conducted and for which  adequate  reserves are
maintained on the books of the appropriate  Group Member in accordance with GAAP
and (B) those which are less than $600,000 in the aggregate.

      Section 7.4  Maintenance  of Property and Rights.  Each Group Member shall
maintain and preserve (a) in good working order and condition (ordinary wear and
tear and casualty and  obsolescence  excepted) all of its property  necessary in
the conduct of its business and (b) all rights (charter and statutory), permits,
licenses,  approvals and privileges  (including all Permits and registrations in
respect of its  trademarks,  trade names and service marks)  necessary,  used or
useful  in the  conduct  of its  business  (whether  for the  ownership,  lease,
sublease or other  operation or occupation of property or otherwise),  and shall
make all necessary or appropriate  filings with,  and give all required  notices
to,  Government  Authorities,  except for such failures to maintain and preserve
the  items  set  forth in  clauses  (a) and (b) above  that  would  not,  either
individually or in the aggregate,  have a Material  Adverse  Effect.  Each Group
Member shall perform of all obligations under any Contractual Obligation to such
Loan  Party or any of its  Subsidiaries  is bound,  or to which it or any of its
properties is subject, including the Related Documents, except where the failure
to perform would not have, either  individually or in the aggregate,  a Material
Adverse Effect.

      Section 7.5 Maintenance of Insurance. Each Group Member shall (a) maintain
or cause to be  maintained in full force and effect all policies of insurance of
any kind with  respect  to the  property  and  businesses  of the Group  Members
(including policies of life, fire, theft,  product liability,  public liability,
property  damage,  other casualty,  employee  fidelity,  workers'  compensation,
business   interruption   and  employee  health  and  welfare   insurance)  with
financially  sound and reputable  insurance  companies or associations  (in each
case that are not  Affiliates of the  Borrower) of a nature and  providing  such
coverage as is  sufficient  and as is  customarily  carried by businesses of the
size and  character of the business of the Group  Members and (b) cause all such
insurance  relating  to any  property  or business of any Loan Party to name the
Administrative  Agent on behalf of the Secured Parties as additional  insured or
loss payee, as appropriate (except in the case of director and officer liability
policies,  workers compensation


                                       60


policies,  kidnap and  ransom  policies,  terrorism  or  similar  policies,  and
provided that so long as any of the First Lien  Obligations  are  outstanding or
the  Intercreditor  Agreement  is in  effect,  that the naming of the First Lien
Collateral  Agent  as  additional  insured  or  loss  payee  shall  satisfy  the
obligations of the Group Members under this Section 7.5), and to provide that no
cancellation,  material  addition in amount or material change in coverage shall
be effective until after 30 days' notice thereof to the Administrative Agent.

      Section 7.6 Keeping of Books. The Group Members shall keep proper books of
record and account,  in which full,  true and correct  entries  shall be made in
accordance  with  GAAP  and  all  other  applicable  Requirements  of Law of all
financial transactions and the assets and business of each Group Member.

      Section 7.7 Access to Books and  Property.  Each Group Member shall permit
the  Administrative  Agent  (and  any  Lender  to the  extent  accompanying  the
Administrative  Agent)  and any  Related  Person  of any of  them,  as  often as
reasonably  requested  (but,  unless an Event of  Default  has  occurred  and is
continuing, no more than once per Fiscal Quarter), at any reasonable time during
normal  business hours and with reasonable  advance notice (except that,  during
the continuance of an Event of Default,  no such notice shall be required to (a)
visit and inspect the  property of each Group Member and examine and make copies
of and abstracts  from, the corporate (and  similar),  financial,  operating and
other books and records of each Group Member, (b) discuss the affairs,  finances
and  accounts  of each Group  Member  with any  officer or director of any Group
Member  and (c)  communicate  directly  with  any  registered  certified  public
accountants  (including the Group Members'  Accountants) of any Group Member, so
long as the Borrower is provided  reasonable  advance notice and the opportunity
to  participate  in such  discussions.  Subject to clause (c) above,  each Group
Member shall authorize their respective  registered certified public accountants
(including the Group  Members'  Accountants)  to  communicate  directly with the
Administrative   Agent  and  their  Related  Persons  and  to  disclose  to  the
Administrative  Agent and their  Related  Persons all financial  statements  and
other documents and information as they might have and the Administrative  Agent
reasonably  requests  with  respect  to any Group  Member.  Notwithstanding  the
foregoing, so long as no Event of Default shall have occurred and be continuing,
(i) the Borrower shall not be obligated to pay the fees,  costs and expenses for
more than one (1) such visit or inspection of the Loan Parties  conducted during
each 12 month period during the term of this  Agreement and (ii)  Administrative
Agent shall notify the Borrower prior to communicating with any such independent
accountants and a Responsible Officer shall have the right to be present at such
discussions.  Without in any way limiting the foregoing,  each Group Member,  at
the  request  of  the  Administrative  Agent  or  the  Required  Lenders,   will
participate  and  cause  key  management  personnel  of  such  Group  Member  to
participate in a meeting with the Administrative  Agent and the Lenders at least
once during each Fiscal Year.

      Section 7.8  Environmental.  Each Group  Member  shall  comply  with,  and
maintain  its real  property,  whether  owned,  leased,  subleased  or otherwise
operated or occupied,  in compliance  with,  all applicable  Environmental  Laws
(including  by  implementing  any  Remedial  Action  necessary  to achieve  such
compliance  or  that  is  required  by  lawful  orders  and  directives  of  any
Governmental  Authority)  except for any such  failures to comply that would not
reasonably be expected to have a Material  Adverse Effect.  Without limiting the
foregoing,  if an Event of Default is continuing or if the Administrative  Agent
at any time have a reasonable  basis to believe that there exist  violations  of
Environmental  Laws by any Group  Member or that there  exist any  Environmental
Liabilities,  in each  case,  that would  have,  either  individually  or in the
aggregate,  a Material  Adverse Effect,  then each Group Member shall,  promptly
upon receipt of prior  written  request  from  Administrative  Agent,  cause the
performance of, and allow Administrative Agent


                                       61


and its  Related  Persons  access  to such  real  property  for the  purpose  of
conducting,  such  environmental  audits and assessments,  including  subsurface
sampling of soil and groundwater,  and cause the preparation of such reports, in
each case as Administrative Agent may from time to time reasonably request. Such
audits,   assessments   and  reports,   to  the  extent  not  conducted  by  the
Administrative  Agent or any of their  Related  Persons,  shall be conducted and
prepared by reputable  environmental  consulting firms reasonably  acceptable to
the  Administrative  Agent  and  shall  be  in  form  and  substance  reasonably
acceptable to the Administrative Agent.

      Section 7.9 Use of  Proceeds.  The  proceeds of the Loans shall be used by
the Borrower (and, to the extent distributed to them by the Borrower, each other
Group Member)  solely (a) to  consummate  the Related  Transactions  and for the
payment of related transaction costs, fees and expenses,  (b) for the payment of
transaction  costs,  fees and  expenses  incurred  in  connection  with the Loan
Documents and the transactions  contemplated therein and (c) for working capital
and other general corporate purposes, including Permitted Acquisitions.

      Section  7.10  Additional  Collateral  and  Guaranties.  To the extent not
delivered to the  Administrative  Agent on or before the Closing Date (including
in respect of  after-acquired  property and Persons that become  Subsidiaries of
any Loan Party after the Closing Date),  each Group Member shall,  promptly,  do
each of the following, unless otherwise agreed by the Administrative Agent:

            (a) deliver to the  Administrative  Agent such  modifications to the
terms of the Loan Documents  (or, to the extent  applicable as determined by the
Administrative Agent, such other documents),  in each case in form and substance
reasonably  satisfactory to the  Administrative  Agent and as the Administrative
Agent deems necessary or advisable in order to ensure the following:

                  (i) (A) each  Subsidiary  of any Loan Party  that has  entered
      into Guaranty Obligations with respect to any Indebtedness of the Borrower
      and (B) each Wholly Owned Subsidiary of any Loan Party shall guaranty,  as
      primary  obligor and not as surety,  the payment of the Obligations of the
      Borrower; and

                  (ii) each Loan Party  (including any Person required to become
      a Guarantor  pursuant to clause (i) above) shall  effectively grant to the
      Administrative  Agent, for the benefit of the Secured Parties, a valid and
      enforceable  security interest in all of its property (other than Excluded
      Property  under and as defined in the Guaranty  and  Security  Agreement),
      including  all of the  Stock and Stock  Equivalents  and other  Securities
      owned by such Loan Party,  as security  for the  Obligations  of such Loan
      Party;

provided,  however,  that,  unless the  Borrower  and the  Administrative  Agent
otherwise  agree,  in no event  shall (x) any  Excluded  Foreign  Subsidiary  be
required  to  guaranty  the  payment of any  Obligation,  (y) the Loan  Parties,
individually  or  collectively,  be  required  to pledge in excess of 66% of the
outstanding  Voting Stock of any Excluded  Foreign  Subsidiary or (z) a security
interest  be  required to be granted on any  property  of any  Excluded  Foreign
Subsidiary as security for any Obligation;

            (b) deliver to the Administrative  Agent all documents  representing
all Stock,  Stock Equivalents,  other Securities,  chattel paper and instruments
pledged  pursuant  to the  documents  delivered  pursuant  to clause  (a) above,
together with undated powers or  endorsements  duly executed in blank  (provided
that  so  long as any of the  First  Lien  Obligations  are  outstanding


                                       62


or the Intercreditor Agreement is in effect, delivery of such items to the First
Lien  Collateral  Agent shall satisfy the obligations of the Group Members under
this Section 7.10(b);

            (c)  upon  request  of the  Administrative  Agent,  deliver  to it a
Mortgage  on any  real  property  owned  by any Loan  Party,  together  with all
Mortgage  Supporting  Documents  relating  thereto (or, if such real property is
located in a jurisdiction  outside the United States,  similar  documents deemed
appropriate  by the  Administrative  Agent  to  obtain  the  equivalent  in such
jurisdiction of a first-priority mortgage on such real property);

            (d) to take all other  actions  necessary or advisable to ensure the
validity or continuing  validity of any guaranty for any  Obligation or any Lien
securing  any  Obligation,  to perfect,  maintain,  evidence or enforce any Lien
securing any  Obligation  or to ensure such Liens have the same priority as that
of the Liens on similar  Collateral set forth in the Loan Documents  executed on
the Closing  Date (or,  for  Collateral  located  outside the United  States,  a
similar priority acceptable to the Administrative  Agent),  including the filing
of UCC financing statements in such jurisdictions as may be required by the Loan
Documents or applicable  Requirements of Law or as the Administrative  Agent may
otherwise reasonably request;

            (e)  use   commercially   reasonable   efforts  to  deliver  to  the
Administrative  Agent a landlord's  agreement or bailee  letter,  as applicable,
from the lessor of each leased property or bailee with respect to any warehouse,
processor or converter  facility or other location where Collateral is stored or
located  (subject to Section 7.15 and excluding each location  where  Collateral
with a value of less than $200,000 is located), unless otherwise consented to by
the  Administrative  Agent,  which agreement or letter shall contain a waiver or
subordination  of all Liens or claims  that the  landlord  or bailee  may assert
against the  Collateral  at that  location,  and shall  otherwise be  reasonably
satisfactory in form and substance to  Administrative  Agent;  provided that the
Group Members shall deliver to the Administrative  Agent a landlord's  agreement
from the  lessor of the  leased  property  where the  Group  Members'  books and
records are located which agreement shall contain a waiver or  subordination  of
all Liens or claims that the landlord may assert  against the Collateral at that
location,  and shall otherwise be reasonably  satisfactory in form and substance
to Administrative Agent; and

            (f)  deliver  to the  Administrative  Agent  and the  Lenders  legal
opinions  relating to the matters described in this Section 7.10, which opinions
shall be as  reasonably  required by, and in form and substance and from counsel
reasonably satisfactory to, the Administrative Agent.

      Section 7.11 Deposit  Accounts;  Securities  Accounts and Cash  Collateral
Accounts.  (a) Each Loan  Party  shall (i)  deposit  all of its cash in  deposit
accounts that are Controlled  Deposit  Accounts,  provided,  however,  that each
Group  Member may  maintain  zero-balance  accounts  for the purpose of managing
local  disbursements  and may maintain  accounts  for: (A) payroll,  (B) payroll
taxes, (C) other employee wage and benefit payments for the benefit of the Group
Members'  salaried  employees,  and (D)  withholding  taxes and other  fiduciary
accounts,  (ii) deposit all of its Cash Equivalents in securities  accounts that
are  Controlled  Securities  Accounts,  in each  case  except  for cash and Cash
Equivalents the aggregate value of which does not exceed at any time $10,000 for
any one account and $50,000 in the aggregate.

            (b) The Administrative  Agent shall not have any responsibility for,
or bear any risk of loss of, any  investment  or income of any funds in any Cash
Collateral  Account.  From time to time after  funds are  deposited  in any Cash
Collateral Account,  the Administrative  Agent may apply funds then held in such
Cash Collateral Account to the payment of Obligations in


                                       63


accordance  with Section 2.12. No Group Member and no Person  claiming on behalf
of or through  any Group  Member  shall have any right to demand  payment of any
funds held in any Cash  Collateral  Account at any time prior to the termination
of all Commitments and the payment in full of all Obligations.

      Section 7.12  Interest  Rate  Contracts.  Unless  otherwise  agreed by the
Administrative Agent, the Borrower shall use commercially  reasonable efforts to
have entered into within 90 days of the Closing Date, and  thereafter  maintain,
Interest Rate Contracts on terms and with counterparties reasonably satisfactory
to the  Administrative  Agent,  to provide  protection  against  fluctuation  of
interest rates for a term of not less than 3 years and for a notional  amount up
to 50% of the aggregate principal amount of the First Lien Term Loans.

      Section 7.13 Payment of Taxes.  Each Tax Affiliate shall properly  prepare
and file all material tax returns and shall timely pay and  discharge  (or cause
to be paid and discharged) all material taxes,  assessments and governmental and
other charges or levies  imposed upon it or upon its income or profits,  or upon
property belonging to it; provided that such Tax Affiliate shall not be required
to pay any such tax, assessment,  charge or levy that is being contested in good
faith by appropriate  proceedings and for which the affected Tax Affiliate shall
have  set  aside  on  its  books  adequate  reserves  with  respect  thereto  in
conformance with GAAP.

      Section  7.14  ERISA.  Each  Group  Member  shall  comply in all  material
respects with the  applicable  provisions  of ERISA and the Code,  except to the
extent such  failure to comply,  individually  and in the  aggregate,  could not
reasonably be expected to have a Material Adverse Effect.

      Section  7.15  Post-Closing   Matters.   The  Borrower  shall  deliver  to
Administrative   Agent,  in  form  and  substance  reasonably   satisfactory  to
Administrative Agent, the items (or undertake the efforts) described on Schedule
7.15 on or before the dates  specified with respect to such items and efforts or
such  later  dates as may be  agreed  to by  Administrative  Agent,  in its sole
discretion.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

            The  Borrower  (and,  to the  extent  set  forth in any  other  Loan
Document,  each other Loan Party) agrees with the Lenders and the Administrative
Agent to each of the  following,  as long as any  Obligation  or any  Commitment
remains outstanding:

      Section 8.1 Indebtedness.  No Group Member shall,  directly or indirectly,
incur or  otherwise  remain  liable  with  respect to or  responsible  for,  any
Indebtedness except for the following:

            (a) the Obligations;

            (b)  Indebtedness  existing  on the  date  hereof  and set  forth on
Schedule  8.1,  together  with any  Permitted  Refinancing  of any  Indebtedness
permitted hereunder in reliance upon this clause (b);

            (c) Indebtedness  consisting of Capitalized Lease Obligations (other
than  with  respect  to a lease  entered  into as part of a Sale  and  Leaseback
Transaction) and purchase


                                       64


money  Indebtedness,  in each case  incurred by any Group  Member to finance the
acquisition,  repair,  improvement or construction of fixed or capital assets of
such Group Member,  together with any Permitted  Refinancing of any Indebtedness
permitted  hereunder in reliance upon this clause (c); provided,  however,  that
(i) if the  aggregate  outstanding  principal  amount  of all such  Indebtedness
exceeds  $600,000  at the time of  incurrence  of any  Indebtedness  under  this
Section 8.1(c), then on the date of such incurrence, (A) the Borrower would have
been in compliance with the financial  covenants set forth in Article V on a Pro
Forma  Basis as of the last day of the last Fiscal  Quarter for which  Financial
Statements have been delivered  hereunder (after giving effect to the incurrence
of any Indebtedness under this Section 8.1(c) as if incurred on the first day of
such period),  and (B) the Borrower shall  reasonably  project that the Borrower
and its  Subsidiaries  shall  continue to be in  compliance  with the  financial
covenants  set  forth  in  Article  V for  the  twelve-month  period  after  the
incurrence  of  such  Indebtedness,  and  (ii)  the  principal  amount  of  such
Indebtedness  does not exceed the lower of the cost or fair market  value of the
property  so  acquired  or built or of such  repairs or  improvements  financed,
whether  directly or through a  Permitted  Refinancing,  with such  Indebtedness
(each measured at the time such acquisition, repair, improvement or construction
is made);

            (d)  intercompany  loans owing to any Group Member and  constituting
Permitted Investments of such Group Member;

            (e) (i)  obligations  under Interest Rate Contracts  entered into to
comply with Section 7.12 and (ii)  obligations  under other  Hedging  Agreements
entered into for the sole  purpose of hedging in the normal  course of business,
for non-speculative purposes and consistent with industry practices;

            (f)  Guaranty  Obligations  of (i) any Loan  Party  with  respect to
Indebtedness  permitted  hereunder  of any Loan Party and (ii) any Group  Member
that is not a Loan Party with respect to Indebtedness permitted hereunder of any
Loan Party or any other Group Member that is not a Loan Party;

            (g) Indebtedness under the First Lien Loan Documents in an aggregate
outstanding  principal amount not to exceed  $66,000,000 plus $11,000,000 of DIP
Financing (as defined in the Intercreditor  Agreement)  undertaken in accordance
with and subject to the terms and limitations of the Intercreditor Agreement, at
any time and any Permitted Refinancing thereof to the extent permitted under the
Intercreditor Agreement;

            (h)  any  unsecured  Indebtedness  of any  Group  Member;  provided,
however,  that the aggregate  outstanding principal amount of all such unsecured
Indebtedness shall not exceed $600,000 at any time;

            (i) in each  case to the  extent  (if  any)  that  such  obligations
constitute Indebtedness and provided that such obligation arises in the ordinary
course of business and not in connection  with the  obtaining of financing,  (a)
reimbursement  or  indemnification  obligations  owed  to any  Person  providing
workers'  compensation,   health,  disability  or  other  employee  benefits  or
property,  casualty  or  liability  insurance  and (b)  take-or-pay  obligations
contained in supply arrangements;

            (j) Indebtedness in respect of performance bonds, bid bonds,  surety
bonds,  performance and completion guarantees and similar obligations (including
bonding obligations with respect to the Group Members'  telecommunications relay
services contracts) in each case


                                       65


provided in the ordinary course of business and in an outstanding  amount not to
exceed $4,800,000 in the aggregate;

            (k) Indebtedness owed to any bank consisting of liabilities  arising
from treasury, depository and cash management services or in connection with any
automated  clearing  house  transfers  of funds (none of which shall  consist of
Indebtedness for borrowed money); and

            (l)  customary  indemnification,  adjustment  of  purchase  price or
similar  obligations  of the Loan Parties  arising  under any of the Verizon TRS
Acquisition Agreement,  Hands On Merger Agreement or the documents pertaining to
a Permitted Acquisition or a Sale permitted hereunder.

      Section 8.2 Liens.  No Group  Member  shall  incur,  maintain or otherwise
suffer to exist any Lien upon or with  respect to any of its  property,  whether
now owned or  hereafter  acquired,  or assign  any  right to  receive  income or
profits, except for the following:

            (a) Liens created pursuant to any Loan Document;

            (b) Customary Permitted Liens of Group Members;

            (c) Liens existing on the date hereof and set forth on Schedule 8.2;

            (d) Liens on the property of the Borrower or any of its Subsidiaries
securing  Indebtedness  permitted  hereunder in reliance  upon  Section  8.1(c);
provided,  however,  that (i) such Liens exist prior to the  acquisition  of, or
attach  substantially   simultaneously  with,  or  within  90  days  after,  the
acquisition,  repair,  improvement or construction  of, such property  financed,
whether directly or through a Permitted  Refinancing,  by such  Indebtedness and
(ii) such Liens do not extend to any property of any Group Member other than the
property  (and  proceeds  thereof)  acquired or built,  or the  improvements  or
repairs, financed, whether directly or through a Permitted Refinancing,  by such
Indebtedness;

            (e) Liens on the property of the Borrower or any of its Subsidiaries
securing the Permitted  Refinancings of any Indebtedness  secured by any Lien on
such  property  permitted  hereunder in reliance upon clause (c) or (d) above or
this clause (e) without any change in the property subject to such Liens;

            (f) cash  deposits  securing  Indebtedness  permitted  under Section
8.1(j);  provided that the Borrower shall use commercially reasonable efforts to
provide  a Letter of Credit  (under  and as  defined  in the First  Lien  Credit
Agreement) instead of such cash deposits (and with respect to such cash deposits
made on the Closing Date no later than six (6) months  after the Closing  Date);
and

            (g) Liens securing the loans and other  obligations  under the First
Lien Loan Documents and Permitted Refinancing thereof.

      Section 8.3 Investments.  No Group Member shall make or maintain, directly
or indirectly, any Investment except for the following:

            (a)  Investments  existing  on the  date  hereof  and set  forth  on
Schedule 8.3;

            (b) Investments in cash and Cash Equivalents;


                                       66


            (c) (i)  endorsements  for  collection  or deposit  in the  ordinary
course of business  consistent  with past  practice,  (ii)  extensions  of trade
credit (other than to  Affiliates  of the  Borrower)  arising or acquired in the
ordinary course of business and (iii) Investments received in settlements in the
ordinary course of business of such extensions of trade credit;

            (d)  Investments  made  as part of the  Acquisition  or a  Permitted
Acquisition;

            (e) Investments by any Loan Party in any other Loan Party; provided,
that any  Investment  consisting of loans or advances to any Loan Party shall be
subordinated  in full to the  payment of the  Obligations  of such Loan Party on
terms and conditions satisfactory to the Administrative Agent;

            (f) loans or advances  to  employees  of the  Borrower or any of its
Subsidiaries to finance travel,  entertainment and relocation expenses and other
ordinary  business  purposes in the  ordinary  course of  business as  presently
conducted; provided, however, that the aggregate outstanding principal amount of
all loans and  advances  permitted  pursuant to this clause (f) shall not exceed
$300,000 at any time;

            (g) Liens to the extent permitted under Section 8.2;

            (h) Hedging  Agreements  entered  into by a Loan Party or any of its
Subsidiaries to the extent permitted under Section 8.1(e);

            (i)  Guaranty  Obligations  to the extent  permitted  under  Section
8.1(f);

            (j) securities of trade creditors or customers  received pursuant to
any  plan of  reorganization  or  similar  arrangement  upon the  bankruptcy  or
insolvency of such trade creditors or customers;

            (k) loans made to directors,  officers and employees in exchange for
equity  interests  of  Borrower  purchased  by  such  directors,   officers  and
employees,  so long as (A) no cash is  remitted  by any  Loan  Party to any such
directors,  officers or  employees  in  connection  with such Loans and (B) such
Loans are merely book-entry items; and

            (l) any other Investment by the Borrower or any of its Subsidiaries;
provided, however, that the aggregate outstanding amount of all such Investments
shall not exceed $300,000 at any time.

      Section 8.4 Asset  Sales.  No Group  Member shall Sell any of its property
(other than cash) or issue shares of its own Stock, except for the following:

            (a) in each case to the extent  entered into in the ordinary  course
of business, (i) Sales of Cash Equivalents or inventory,  (ii) Sales of property
that has  become  obsolete  or worn out,  and (iii)  non-exclusive  licenses  of
Intellectual Property in the ordinary course of its business;

            (b) a true lease or sublease of real property in the ordinary course
of business not constituting Indebtedness and not entered into as part of a Sale
and Leaseback Transaction;

            (c) (i) any Sale of any  property  (other  than  their  own Stock or
Stock  Equivalents)  by any Group Member to any other Group Member to the extent
any resulting Investment constitutes a Permitted Investment;  provided,  that no
Loan Party  shall Sell any


                                       67


property  to a  Group  Member  who is  not a Loan  Party  except  to the  extent
expressly  permitted  under Section 8.3(l),  (ii) any Restricted  Payment by any
Group Member  permitted  pursuant to Section 8.5 and (iii) any  distribution  by
Borrower of the proceeds of  Restricted  Payments from any other Group Member to
the extent permitted in Section 8.5;

            (d) (i) any Sale or issuance by Borrower of its own Stock,  (ii) any
Sale or issuance by any  Subsidiary of the Borrower of its own Stock to any Loan
Party and (iii) to the extent necessary to satisfy any Requirement of Law in the
jurisdiction  of  incorporation  of any Subsidiary of the Borrower,  any Sale or
issuance by such Subsidiary of its own Stock constituting  directors' qualifying
shares or nominal holdings;

            (e) as long as no Default or Event of Default is continuing or would
result  therefrom,  any  Sale of  property  (other  than  as part of a Sale  and
Leaseback  Transaction)  of, or Sale or  issuance of its own Stock by, any Group
Member (other than Borrower) for fair market value for consideration  payable at
least  75% in cash  upon  such  sale;  provided,  however,  that  the  aggregate
consideration  received  for all such  Sales  shall not exceed  $600,000  in the
aggregate after the Closing Date;

            (f) write-offs or discounts or  forgiveness  of accounts  payable in
the ordinary course of business;

            (g) the Sales identified in Schedule 8.4 hereto; and

            (h)  transfers  by any  Domestic  Subsidiary  of a Loan Party in the
ordinary  course of  business of assets to the  Borrower  or any other  Domestic
Subsidiary.

      Section  8.5  Restricted  Payments.  No Group  Member  shall  directly  or
indirectly  declare,  order,  pay, make or set apart any sum for any  Restricted
Payment except for the following:

            (a) (i)  Restricted  Payments  (A) by any Group  Member  (other than
Borrower)  that is a Loan  Party to any Loan  Party and (B) by any Group  Member
that  is  not  a  Loan  Party  to  any  Group  Member  and  (ii)  dividends  and
distributions  by any Subsidiary of the Borrower that is not a Loan Party to any
holder of its Stock, to the extent made to all such holders ratably according to
their ownership interests in such Stock;

            (b)  dividends  and  distributions  declared  and paid on the common
Stock of any Group Member (other than  Borrower)  ratably to the holders of such
common Stock and payable only in common Stock of such Group Member;

            (c)   payments   by  Borrower   to  Sponsor  in   reimbursement   of
out-of-pocket  costs and  expenses  incurred by Sponsor in  accordance  with the
Management Agreement;

            (d) the redemption,  purchase or other acquisition or retirement for
value by Borrower of its common Stock (or Stock  Equivalents with respect to its
common Stock) from any present or former  employee,  director or officer (or the
assigns, estate, heirs or current or former spouses thereof) of any Group Member
upon the death,  disability  or  termination  of  employment  of such  employee,
director  or  officer;  provided,  however,  that (w) the  amount  of such  cash
dividends  paid  after  the  Closing  Date  shall  not  exceed  $900,000  in the
aggregate; (x) no Default or Event of Default is then continuing or would result
therefrom;  (y) such action is not otherwise  prohibited  under the terms of any
Indebtedness  (other than the Obligations) of any Group


                                       68


Member;  and (z)  Borrower  would  have been in  compliance  with the  financial
covenants  set forth in Article V on a Pro Forma Basis as of the last day of the
last Fiscal Quarter for which Financial Statements have been delivered hereunder
(after  giving  effect  to such  Restricted  Payment  and all  Loans  funded  in
connection therewith as if made on the first day of such period); and

            (e) payment of customary compensation to members of Borrower's board
of directors.

      Section 8.6 Prepayment of Indebtedness.  No Group Member shall (x) prepay,
redeem,  purchase,  defease or otherwise satisfy prior to the scheduled maturity
thereof any  Indebtedness  (other than prepayments of the First Lien Obligations
in accordance  with the terms of the First Lien Loan  Documents),  (y) set apart
any property for such purpose,  whether  directly or indirectly and whether to a
sinking fund, a similar fund or otherwise,  or (z) make any payment in violation
of any subordination  terms of any Subordinated Debt;  provided,  however,  that
each Group Member may, to the extent otherwise  permitted by the Loan Documents,
do each of the following:

            (a)  (i)  prepay  the  Obligations,   (ii)  consummate  a  Permitted
Refinancing  to the  extent  permitted  (A) in the case of the  First  Lien Term
Loans, under the Intercreditor Agreement,  and (B) otherwise,  under Section 8.1
and (iii) prepay in full on the Closing Date the Payoff Debt;

            (b) prepay, redeem, purchase,  defease or otherwise satisfy prior to
the scheduled maturity thereof (A) in the case of any Group Member that is not a
Loan Party,  any  Indebtedness  owing by such Group Member to any Loan Party and
(B) any Indebtedness owing to any Loan Party;

            (c) make  regularly  scheduled or otherwise  required  repayments or
redemptions of Indebtedness  but only, in the case of Subordinated  Debt, to the
extent permitted by the subordination provisions thereof;

            (d) prepay in the  ordinary  course of  business  Capitalized  Lease
Obligations  permitted  under Section 8.1;  provided that no Default or Event of
Default exists and is continuing or results from such payment; and

            (e) prepay, exchange or otherwise retire Subordinated Debt for Stock
issued  by  the  Borrower;   provided  that  such  Stock  does  not   constitute
Indebtedness and that no Default or Event of Default exists and is continuing or
results from such payment.

      Section  8.7  Fundamental  Changes.  No  Group  Member  shall  (a)  merge,
consolidate or amalgamate with any Person,  (b) acquire all or substantially all
of the Stock or Stock  Equivalents of any Person or form any  Subsidiary  (other
than  in  connection  with  a  Permitted  Acquisition)  or  (c)  acquire  all or
substantially all of the assets of any Person or all or substantially all of the
assets constituting any line of business,  division,  branch, operating division
or other unit  operation of any Person,  in each case except for the  following:
(i) to  consummate  any  Permitted  Acquisition,  (ii)  the  dissolution  of the
Inactive  Subsidiaries,  (iii) any Sale permitted hereunder and (iv) the merger,
consolidation  or  amalgamation  of any Subsidiary of the Borrower into any Loan
Party; provided,  however, that (A) in the case of any merger,  consolidation or
amalgamation  involving the Borrower, the Borrower shall be the surviving Person
and (B) in the case of any merger,  consolidation or amalgamation  involving any
other  Loan  Party,  a Loan Party


                                       69


shall be the  surviving  corporation  and all actions  required to maintain  the
perfection of the Lien of the  Administrative  Agent on the Stock or property of
such Loan Party shall have been made.

      Section 8.8 Change in Nature of Business.  (a) No Group Member shall carry
on any business,  operations or activities  (whether  directly,  through a joint
venture, in connection with a Permitted Acquisition or otherwise)  substantially
different from those carried on by the Borrower and its Subsidiaries at the date
hereof and business, operations and activities reasonably related thereto.

            (b) None of the Inactive  Subsidiaries  shall engage in any material
business, operations or activity, or hold any material amount of property, other
than the following,  (i) paying taxes and dividends  permitted  hereunder,  (ii)
holding directors' and shareholders'  meetings,  preparing corporate and similar
records and other  activities  required to maintain  its  separate  corporate or
other legal  structure,  (iii)  preparing  reports to, and  preparing and making
notices to and  filings  with,  Governmental  Authorities  and to its holders of
Stock,  (iv)  defending or otherwise  taking action deemed  appropriate  by such
Inactive  Subsidiary or any Group Member with respect to any liabilities of such
Inactive Subsidiary,  including any litigation, action or proceeding,  including
as set forth in  Schedule  4.7,  and (v) such  other  business,  operations  and
activities consented to by the Administrative Agent.

      Section 8.9 Transactions with Affiliates. No Group Member shall, except as
otherwise expressly permitted herein,  enter into any other transaction directly
or indirectly with, or for the benefit of, any Affiliate of the Borrower that is
not a Loan Party (including Guaranty  Obligations with respect to any obligation
of any such  Affiliate),  except for (a)  transactions in the ordinary course of
business on a basis no less  favorable to such Group Member as would be obtained
in a comparable  arm's length  transaction with a Person not an Affiliate of the
Borrower, (b) employment contracts with, and reasonable expense  reimbursements,
indemnities, salaries and other reasonable director or employee compensation to,
officers and directors of any Group Member,  (c) the Related  Transaction  on or
prior to the Closing Date, (d) reimbursement of out-of-pocket costs and expenses
of the Sponsor and its Control Investment Affiliates incurred in connection with
the Related Transactions or payable under Section 8.5(c), (e) issuances of Stock
of the Borrower  and the entry into and  amendment  of related  agreements  with
holders  of the  Borrower's  Stock  not  involving  any cash  payments,  (f) the
replacement,  release or termination  of Guaranty  Obligations of holders of the
Borrower's Stock with respect to certain  existing  Indebtedness and Contractual
Obligations  of Hands On existing as of the Closing  Date,  (g) the amendment of
the  Certificate  of  Incorporation  in  accordance  with  Section  7.15 and (h)
transactions  on  arm's-length   terms  with  Walden  Venture  Capital  and  its
Affiliates.

      Section 8.10 Third-Party Restrictions on Indebtedness,  Liens, Investments
or Restricted Payments. No Group Member shall incur or otherwise suffer to exist
or become  effective  or remain  liable on or  responsible  for any  Contractual
Obligation  limiting the ability of (a) any  Subsidiary  of the Borrower to make
Restricted  Payments to, or Investments  in, or repay  Indebtedness or otherwise
Sell property to, any Group Member or (b) any Group Member to incur or suffer to
exist  any Lien upon any  property  of any Group  Member,  whether  now owned or
hereafter  acquired,  securing any of its Obligations  (including any "equal and
ratable" clause and any similar Contractual Obligation requiring, when a Lien is
granted on any  property,  another  Lien to be granted on such  property  or any
other property),  except, for each of clauses (a) and (b) above, (i) pursuant to
the Loan  Documents;  and (ii) pursuant to the First Lien Loan Documents and any
Permitted  Refinancing  thereof and (iii) limitations on Liens (other than Liens
securing any  Obligation)  set forth in the  Contractual  Obligations  governing
Permitted Liens


                                       70


provided  any such  limitation  contained  therein  relates only to the property
subject to such Permitted Lien.

      Section 8.11 Modification of Certain  Documents.  No Group Member shall do
any of the following:

            (a)  waive  or  otherwise  modify  (i) any term of the  Verizon  TRS
Acquisition Agreement or Hands On Merger Agreement or any other Related Document
(other than the Second Lien  Documents) in any material  respect that is adverse
to the  interests  of any  Secured  Party  under  the Loan  Documents  or in the
Collateral, or (ii) any term of any Constituent Document of any Group Member, or
otherwise change the capital  structure of any Group Member (including the terms
of any of their outstanding Stock or Stock Equivalents), in any material respect
or in any respect  adverse to the  interests of any Secured Party under the Loan
Documents  or in the  Collateral  (provided  that the  Borrower  may  amend  the
Certificate of Incorporation in accordance with Section 7.15).

            (b) waive or otherwise modify any term of (A) any Subordinated  Debt
if  the  effect  thereof  on  such  Subordinated  Debt  is to (i)  increase  the
non-default interest rate by more than 2.0% per annum, (ii) change the due dates
for  principal  or interest,  other than to extend such dates,  (iii) modify any
default  or  event  of  default,  other  than  to  delete  it or  make  it  less
restrictive,  (iv)  add any  covenant  with  respect  thereto,  (v)  modify  any
subordination  provision,  (vi) modify any  redemption or prepayment  provision,
other than to extend the dates  therefor  or to reduce the  premiums  payable in
connection  therewith or (vii)  materially  increase any obligation of any Group
Member or confer  additional  material rights to the holder of such Subordinated
Debt in a manner  adverse to any Group Member or any Secured  Party,  or (B) any
Material Contract in a manner materially adverse to the interests of any Secured
Party under the Loan Documents or in the Collateral.

            (c)  waive or  otherwise  modify  any term of the  First  Lien  Loan
Documents,  other than any such waiver or  modification  that is permitted to be
made pursuant to the Intercreditor Agreement.

      Section 8.12 Accounting Changes; Fiscal Year. No Group Member shall change
its (a) accounting treatment or reporting practices,  except as required by GAAP
or any  Requirement of Law, or (b) its fiscal year or its method for determining
fiscal  quarters  or fiscal  months,  in each case  without  the  consent of the
Administrative Agent (which consent shall not be unreasonably withheld).

      Section  8.13 Margin  Regulations.  No Group  Member  shall use all or any
portion of the  proceeds of any credit  extended  hereunder to purchase or carry
margin stock (within the meaning of Regulation U of the Federal  Reserve  Board)
in contravention of Regulation U of the Federal Reserve Board.

      Section 8.14  Compliance  with ERISA.  No ERISA  Affiliate  shall cause or
suffer to exist any event that could  result in the  imposition  of a Lien under
ERISA or Code Sections 412 or 430 or any other ERISA Event,  that could,  either
individually  or in the aggregate,  have a Material  Adverse  Effect.  The ERISA
Affiliate  shall provide notice to  Administrative  Agent if such an event shall
occur.

      Section  8.15  T-Mobile  Obligations.  Prior to  amendment of the lien and
financing  statement of T-Mobile in accordance  with clause 5 of Schedule  7.15,
(a) no Group Member shall


                                       71


(i) permit the aggregate  obligations  and  liabilities  of the Group Members to
T-Mobile and its  subsidiaries  and  affiliates to exceed  $120,000 at any time,
(ii)  waive or  otherwise  modify  the terms of the  T-Mobile  Agreement  in any
respect adverse to the interest of any Secured Party under the Loan Documents or
in the  Collateral,  or (iii) transfer any assets to or make any  investments in
GoAmerica  Communications  Corp.  outside the ordinary  course of business,  (b)
commencing  on the date which is 180 days after the Closing  Date,  the Borrower
shall  establish a  restricted  cash  reserve on its books in an amount equal to
five (5) times the latest gross monthly purchases of the Group Members under the
T-Mobile  Agreement plus an amount equal to the "Shortfall  Damages" (as defined
in the T-Mobile Agreement),  if any, measured monthly on a contract year to date
basis and based upon the "Monthly Volume Commitment" (as defined in the T-Mobile
Agreement)  and (c) the  Borrower  shall  deliver  to the  Administrative  Agent
together with delivery of a Compliance  Certificate  pursuant to Section 6.1(d),
monthly and year to date  financial  information  with  respect to the  T-Mobile
Agreement.

                                   ARTICLE IX

                                EVENTS OF DEFAULT

      Section  9.1  Definition.  Each of the  following  shall  be an  Event  of
Default:

            (a) the  Borrower  shall fail to pay (i) any  principal  of any Loan
when the same becomes due and payable or (ii) any interest on any Loan,  any fee
under any Loan Document or any other  Obligation  (other than those set forth in
clause  (i)  above)  and,  in the case of this  clause  (ii),  such  non-payment
continues for a period of three (3) Business  Days after the due date  therefor;
or

            (b) any  representation,  warranty or  certification  made or deemed
made by or on behalf of any Loan Party in any Loan  Document  or by or on behalf
of any Loan Party (or any  Responsible  Officer  thereof) in connection with any
Loan Document  (including  any other document  delivered in connection  with any
Loan Document)  shall prove to have been incorrect in any material  respect when
made or deemed made; or

            (c) any Loan Party  shall fail to comply with (i) any  provision  of
Article V  (Financial  Covenants),  Sections  6.1  (Financial  Statements),  7.1
(Maintenance  of Corporate  Existence),  7.5  (Maintenance  of  Insurance),  7.7
(Access  to Books  and  Property),  7.9  (Application  of Loan  Proceeds),  7.15
(Post-Closing  Matters) or Article VIII (Negative Covenants),  or (ii) any other
provision of any Loan Document if, in the case of this clause (ii), such failure
shall remain unremedied for 30 days after the earlier of (A) the date on which a
Responsible  Officer of the Borrower  becomes  aware of such failure and (B) the
date on which  notice  thereof  shall  have been  given to the  Borrower  by the
Administrative Agent or the Required Lenders; or

            (d) (i) any Group Member (other than an Inactive  Subsidiary)  shall
fail to make any payment when due  (whether  due because of scheduled  maturity,
required  prepayment  provisions,  acceleration,  demand  or  otherwise)  on any
Indebtedness of any Group Member  (excluding the Obligations) and, in each case,
such failure  relates to  Indebtedness in an amount of $600,000 or more and such
failure shall continue after the applicable grace period,  if any,  specified in
the agreement or instrument  relating to any such  Indebtedness,  (ii) any other
event shall occur or condition shall exist after the applicable grace period, if
any,   specified  in  such  agreements  or  instruments  under  any  Contractual
Obligation  relating  to any such  Indebtedness,  if the effect of such event or
condition is to permit the  acceleration  of the maturity of such  Indebtedness,
(iii) any other event shall occur or condition  shall exist after the applicable
grace


                                       72


period,  if  any,   specified  in  such  agreements  or  instruments  under  any
Contractual Obligation relating to any such Indebtedness,  if the effect of such
event or condition is to accelerate  the maturity of such  Indebtedness  or (iv)
any such Indebtedness  shall become or be declared to be due and payable,  or be
required  to be prepaid,  redeemed,  defeased  or  repurchased  (other than by a
regularly scheduled or mandatory required prepayment or voluntary termination of
a capital  lease),  prior to the stated  maturity  thereof;  provided that, with
respect to any such  default  described in clause (ii) under the First Lien Loan
Documents,  such default  shall only  constitute  an Event of Default under this
clause (d) if such default continues for 60 days without cure or waiver; or

            (e) (i) any Group Member (other than an Inactive  Subsidiary)  shall
generally not pay its debts as such debts become due, shall admit in writing its
inability to pay its debts generally or shall make a general  assignment for the
benefit of creditors,  (ii) any proceeding shall be instituted by or against any
Group  Member is seeking to  adjudicate  it as bankrupt or  insolvent or seeking
liquidation, winding up, reorganization,  arrangement,  adjustment,  protection,
relief,  composition of it or its debts or any similar order, in each case under
any Requirement of Law relating to bankruptcy,  insolvency or  reorganization or
relief of debtors or seeking the entry of an order for relief or the appointment
of a custodian,  receiver, trustee, conservator,  liquidating agent, liquidator,
other similar  official or other official with similar powers,  in each case for
it or for any  substantial  part of its  property  and,  in the case of any such
proceedings  instituted  against  (but not by or with the  consent of) any Group
Member (other than an Inactive Subsidiary), either such proceedings shall remain
undismissed  or unstayed for a period of 60 days or more or any action sought in
such proceedings  shall occur, or (iii) any Group Member (other than an Inactive
Subsidiary)  shall take any  corporate or similar  action or any other action to
authorize any action described in clause (i) or (ii) above; or

            (f) one or more  judgments,  orders or  decrees  (or  other  similar
process) shall be rendered  against any Group Member (i)(A) in the case of money
judgments,  orders and decrees, involving an aggregate amount (excluding amounts
adequately  covered by insurance  payable to any Group Member, to the extent the
relevant insurer has not denied coverage  therefor) in excess of $600,000 or (B)
otherwise,  that would have, either individually or in the aggregate, a Material
Adverse Effect and (ii)(A) enforcement  proceedings shall have been commenced by
any creditor upon any such judgment, order or decree or (B) such judgment, order
or  decree  shall  not have  been  vacated  or  discharged  for a  period  of 30
consecutive days and there shall not be in effect (by reason of a pending appeal
or otherwise) any stay of enforcement thereof; or

            (g) except pursuant to a valid, binding and enforceable  termination
or release permitted under the Loan Documents and executed by the Administrative
Agent or as  otherwise  expressly  permitted  under any Loan  Document,  (i) any
material provision of any Loan Document shall, at any time after the delivery of
such Loan Document, fail to be valid and binding on, or enforceable against, any
Loan Party party thereto,  or (ii) any Loan Document  purporting to grant a Lien
to secure any  Obligation  shall,  at any time after the  delivery  of such Loan
Document, fail to create a valid and enforceable Lien on any material portion of
the  Collateral or such Lien shall fail or cease to be a perfected Lien with the
priority required in the relevant Loan Document, or any Group Member shall state
in writing  that any of the events  described  in clause (i) or (ii) above shall
have occurred; or

            (h) any Group Member is affected by any fire,  explosion,  accident,
strike, lockout or other labor dispute,  drought,  storm,  earthquake,  embargo,
terrorist  attack,  war,  act of God or of the  public  enemy or  other  similar
casualty (a  "Casualty  Event") that results in the loss


                                       73


of  more  than  30%  of  the  consolidated  revenues  of the  Borrower  and  its
Subsidiaries,  which revenue stream does not return to pre-Casualty Event levels
within 90 days of the day the Casualty Event began; or

            (i) there shall occur any Change of Control; or

            (j) the Hands On Merger  shall  not have been  consummated  by 11:59
p.m. on the Closing Date; or

            (k)  the  Stellar  Nordia  Managed   Services   Agreement  shall  be
terminated and a similar agreement in form and on terms substantially comparable
to or better than the Stellar Nordia Managed  Services  Agreement shall not have
been entered into within 180 days of such termination; or

            (l) any event of default  shall occur under any Mortgage and remains
unremedied or uncured for any applicable cure periods therein; or

            (m) if any Group  Member shall lose,  fail to keep in force,  suffer
the  termination,  suspension,  or  revocation  of, or  terminate or forfeit any
material Permit issued by the FCC to a Group Member.

      Section 9.2 Remedies.  During the continuance of any Event of Default, the
Administrative Agent may, and, at the request of the Required Lenders, shall, in
each case by notice to the Borrower and in addition to any other right or remedy
provided  under any Loan Document or by any  applicable  Requirement  of Law, do
each or any of the following:  (a) declare all or any portion of the Commitments
terminated,  whereupon  the  Commitments  shall  immediately  be reduced by such
portion or, in the case of a termination in whole, shall terminate together with
any  obligation  any Lender may have  hereunder  to make any Loan,  (b)  declare
immediately due and payable all or part of any Obligation (including any accrued
but unpaid interest  thereon),  whereupon the same shall become  immediately due
and payable,  without  presentment,  demand,  protest or further notice or other
requirements  of any  kind,  all of which  are  hereby  expressly  waived by the
Borrower  (and, to the extent  provided in any other Loan  Document,  other Loan
Parties);  provided, however, that, effective immediately upon the occurrence of
any Event of Default  specified in Section  9.1(e)(ii),  (x) the  Commitments of
each  Lender  to make  Loans  shall  automatically  be  terminated  and (y) each
Obligation  (including in each case any accrued all accrued but unpaid  interest
thereon) shall automatically become and be due and payable, without presentment,
demand, protest or further notice or other requirement of any kind, all of which
are hereby  expressly waived by the Borrower (and, to the extent provided in any
other Loan Document,  any other Loan Party), and (c) exercise any other remedies
which may be available under the Loan Documents or applicable law.

                                   ARTICLE X

                            THE ADMINISTRATIVE AGENT

      Section 10.1 Appointment and Duties. (a) Appointment of Agent. Each Lender
hereby  appoints  Clearlake  (together with any successor  Administrative  Agent
pursuant to Section 10.9) as the  Administrative  Agent hereunder and authorizes
the  Administrative  Agent to (i) execute and  deliver  the Loan  Documents  and
accept  delivery  thereof on its behalf  from any Group  Member,  (ii) take such
action on its behalf and to exercise all rights, powers and remedies


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and perform the duties as are expressly  delegated to the  Administrative  Agent
under such Loan  Documents  and (iii)  exercise  such  powers as are  reasonably
incidental thereto.

            (b) Duties as Collateral  Agent.  Without limiting the generality of
clause (a) above,  the  Administrative  Agent shall have the sole and  exclusive
right and authority (to the exclusion of the Lenders), and is hereby authorized,
to (i) file and prove claims and file other documents  necessary or desirable to
allow the claims of the Secured  Parties with respect to any  Obligation  in any
proceeding  described in Section 9.1(e)(ii) or any other bankruptcy,  insolvency
or similar  proceeding  (but not to vote,  consent or otherwise act on behalf of
such Secured  Party),  (ii) act as  collateral  agent for each Secured Party for
purposes of the perfection of all Liens created by such agreements and all other
purposes  stated  therein,  (iii) manage,  supervise and otherwise deal with the
Collateral, (iv) take such other action as is necessary or desirable to maintain
the  perfection  and priority of the Liens created or purported to be created by
the  Loan  Documents,  (v)  except  as may be  otherwise  specified  in any Loan
Document,  exercise all remedies given to the Administrative Agent and the other
Secured  Parties  with  respect  to  the  Collateral,  whether  under  the  Loan
Documents,  applicable  Requirements  of Law or  otherwise  and (vi) execute any
amendment,  consent or waiver  under the Loan  Documents on behalf of any Lender
that has consented in writing to such  amendment,  consent or waiver;  provided,
however,  that the Administrative Agent hereby appoints,  authorizes and directs
each Lender to act as collateral  sub-agent for the Administrative Agent and the
Lenders  for  purposes  of the  perfection  of all  Liens  with  respect  to the
Collateral,  including any deposit account  maintained by a Loan Party with, and
cash and Cash  Equivalents held by, such Lender,  and may further  authorize and
direct the Lenders to take further actions as collateral sub-agents for purposes
of enforcing such Liens or otherwise to transfer the Collateral  subject thereto
to the Administrative  Agent, and each Lender hereby agrees to take such further
actions to the extent, and only to the extent, so authorized and directed.

            (c) Limited  Duties.  Under the Loan Documents,  the  Administrative
Agent (i) is acting  solely on behalf  of the  Lenders  (except  to the  limited
extent  provided in Section  2.14(b) with respect to the Register and in Section
10.11), with duties that are entirely administrative in nature,  notwithstanding
the  use  of  the  defined  term  "Administrative  Agent",  the  terms  "agent",
"administrative  agent" and  "collateral  agent" and  similar  terms in any Loan
Document to refer to the  Administrative  Agent,  which terms are used for title
purposes only, (ii) is not assuming any obligation under any Loan Document other
than as expressly set forth  therein or any role as agent,  fiduciary or trustee
of or for any Lender or any other  Secured Party and (iii) shall have no implied
functions, responsibilities,  duties, obligations or other liabilities under any
Loan Document,  and each Lender hereby waives and agrees not to assert any claim
against  the  Administrative   Agent  based  on  the  roles,  duties  and  legal
relationships expressly disclaimed in clauses (i) through (iii) above.

      Section 10.2 Binding Effect.  Each Lender agrees that (i) any action taken
by  Administrative  Agent or the Required  Lenders  (or, if  expressly  required
hereby,  a greater  proportion of the Lenders) in accordance with the provisions
of the Loan  Documents,  (ii) any action  taken by the  Administrative  Agent in
reliance upon the instructions of Required Lenders (or, where so required,  such
greater  proportion) and (iii) the exercise by the  Administrative  Agent or the
Required Lenders (or, where so required,  such greater proportion) of the powers
set forth herein or therein,  together with such other powers as are  reasonably
incidental  thereto,  shall be  authorized  and binding  upon all of the Secured
Parties.

      Section 10.3 Use of Discretion.  (a) No Action without  Instructions.  The
Administrative  Agent shall not be required to exercise any  discretion or take,
or to omit to take,


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any action,  including with respect to  enforcement  or  collection,  except any
action it is  required  to take or omit to take (i) under any Loan  Document  or
(ii) pursuant to  instructions  from the Required  Lenders (or, where  expressly
required by the terms of this Agreement, a greater proportion of the Lenders).

            (b) Right Not to Follow Certain Instructions. Notwithstanding clause
(a) above, the Administrative Agent shall not be required to take, or to omit to
take, any action (i) unless,  upon demand, the Administrative  Agent receives an
indemnification  satisfactory  to  it  from  the  Lenders  (or,  to  the  extent
applicable and acceptable to the Administrative  Agent, any other Secured Party)
against  all  Liabilities  that,  by reason of such action or  omission,  may be
imposed  on,  incurred by or asserted  against the  Administrative  Agent or any
Related  Person  thereof or (ii) that is, in the  opinion of the  Administrative
Agent or their counsel,  contrary to any Loan Document or applicable Requirement
of Law.

      Section 10.4  Delegation of Rights and Duties.  The  Administrative  Agent
may, upon any term or condition  they  specify,  delegate or exercise any of its
rights,  powers and remedies under, and delegate or perform any of its duties or
any other action with  respect to, any Loan  Document by or through any trustee,
co-agent, employee, attorney-in-fact and any other Person (including any Secured
Party). Any such Person shall benefit from this Article X to the extent provided
by the Administrative Agent.

      Section 10.5 Reliance and  Liability.  (a) The  Administrative  Agent may,
without  incurring any liability  hereunder,  (i) treat the payee of any Note as
its holder until such Note has been assigned in accordance with Section 11.2(e),
(ii) rely on the Register to the extent set forth in Section 2.14, (iii) consult
with any of its Related  Persons  and,  whether or not selected by it, any other
advisors,  accountants and other experts (including advisors to, and accountants
and experts  engaged by, any Loan Party) and (iv) rely and act upon any document
and information (including those transmitted by Electronic Transmission) and any
telephone message or conversation, in each case believed by it to be genuine and
transmitted, signed or otherwise authenticated by the appropriate parties.

            (b) None of the Administrative Agent or its Related Persons shall be
liable  for any  action  taken or omitted to be taken by any of them under or in
connection  with any Loan  Document,  and each  Lender and the  Borrower  hereby
waives and shall not assert (and the Borrower  shall cause each other Loan Party
to waive and agree not to  assert)  any  right,  claim or cause of action  based
thereon,  except to the extent of liabilities resulting primarily from the gross
negligence or willful misconduct of the Administrative Agent or, as the case may
be, such Related Person (each as determined in a final,  non-appealable judgment
by a court of competent  jurisdiction)  in connection with the duties  expressly
set forth herein. Without limiting the foregoing, the Administrative Agent:

                  (i) shall not be responsible or otherwise  incur liability for
      any action or omission  taken in  reliance  upon the  instructions  of the
      Required  Lenders or for the  actions or  omissions  of any of its Related
      Persons selected with reasonable care (other than employees,  officers and
      directors  of the  Administrative  Agent,  when  acting  on  behalf of the
      Administrative Agent);

                  (ii) shall not be responsible to any Secured Party for the due
      execution, legality, validity, enforceability, effectiveness, genuineness,
      sufficiency or value of, or the attachment,  perfection or priority of any
      Lien created or purported to be created under or in connection  with,  any
      Loan Document;


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                  (iii) makes no warranty  or  representation,  and shall not be
      responsible,   to  any  Secured   Party  for  any   statement,   document,
      information,  representation or warranty made or furnished by or on behalf
      of any  Related  Person  or any  Loan  Party in  connection  with any Loan
      Document or any transaction  contemplated therein or any other document or
      information with respect to any Loan Party,  whether or not transmitted or
      (except for  documents  expressly  required  under any Loan Document to be
      transmitted   to  the   Lenders)   omitted  to  be   transmitted   by  the
      Administrative  Agent,  including as to completeness,  accuracy,  scope or
      adequacy thereof, or for the scope, nature or results of any due diligence
      performed  by  the  Administrative  Agent  in  connection  with  the  Loan
      Documents; and

                  (iv) shall not have any duty to  ascertain or to inquire as to
      the  performance  or  observance  of any  provision of any Loan  Document,
      whether  any  condition  set forth in any Loan  Document is  satisfied  or
      waived,  as to the  financial  condition  of any  Loan  Party or as to the
      existence or  continuation  or possible  occurrence or continuation of any
      Default  or Event of  Default  and shall  not be deemed to have  notice or
      knowledge  of such  occurrence  or  continuation  unless it has received a
      notice from the Borrower or any Lender describing such Default or Event of
      Default   clearly   labeled   "notice  of  default"  (in  which  case  the
      Administrative  Agent shall  promptly  give notice of such  receipt to all
      Lenders);

and,  for each of the items set forth in clauses  (i) through  (iv) above,  each
Lender and the Borrower hereby waives and agrees not to assert (and the Borrower
shall  cause each other Loan Party to waive and agree not to assert)  any right,
claim or cause of  action  it might  have  against  Administrative  Agent  based
thereon.

      Section  10.6  Agent  Individually.   The  Administrative  Agent  and  its
Affiliates  may make loans and other  extensions of credit to, acquire Stock and
Stock  Equivalents  of, engage in any kind of business  with,  any Loan Party or
Affiliate  thereof  as  though it were not  acting  as an Agent and may  receive
separate  fees and other  payments  therefor.  To the extent the  Administrative
Agent or any of its  Affiliates  makes  any Loan or  otherwise  becomes a Lender
hereunder,  it shall have and may exercise the same rights and powers  hereunder
and shall be subject to the same obligations and liabilities as any other Lender
and the terms "Lender" and "Required Lender" and any similar terms shall, except
where  otherwise  expressly  provided  in any Loan  Document,  include,  without
limitation,  either Administrative Agent or such Affiliate,  as the case may be,
in its  individual  capacity  as  Lender  or as one  of  the  Required  Lenders,
respectively.

      Section 10.7 Lender  Credit  Decision.  Each Lender  acknowledges  that it
shall,  independently  and without reliance upon the  Administrative  Agent, any
Lender or any of their  Related  Persons  or upon any  document  (including  the
Disclosure Documents) solely or in part because such document was transmitted by
Administrative Agent or any of its Related Persons,  conduct its own independent
investigation of the financial condition and affairs of each Loan Party and make
and continue to make its own credit  decisions in connection with entering into,
and taking or not taking any action under,  any Loan Document or with respect to
any transaction  contemplated  in any Loan Document,  in each case based on such
documents and  information  as it shall deem  appropriate.  Except for documents
expressly  required by any Loan Document to be transmitted by the Administrative
Agent  to the  Lenders,  the  Administrative  Agent  shall  not have any duty or
responsibility  to  provide  any  Lender  with any  credit or other  information
concerning the business,  prospects,  operations,  property, financial and other
condition  or  creditworthiness  of any Loan Party or any  Affiliate of any Loan
Party that may come in to the possession of the  Administrative  Agent or any of
its Related Persons.


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      Section 10.8  Expenses;  Indemnities.  (a) Each Lender agrees to reimburse
the  Administrative  Agent and each of its  Related  Persons  (to the extent not
reimbursed  by any Loan Party)  promptly  upon demand for such Lender's Pro Rata
Share with respect to the Facility of any costs and  expenses  (including  fees,
charges and disbursements of financial, legal and other advisors and Other Taxes
paid in the name of, or on behalf of, any Loan  Party)  that may be  incurred by
Administrative  Agent  or any of its  Related  Persons  in  connection  with the
preparation,  syndication,  execution, delivery,  administration,  modification,
consent,  waiver or  enforcement  (whether  through  negotiations,  through  any
work-out,  bankruptcy,  restructuring  or other  legal or  other  proceeding  or
otherwise)  of, or legal  advice in respect  of its  rights or  responsibilities
under, any Loan Document.

            (b) Each Lender further agrees to indemnify the Administrative Agent
and each of its  Related  Persons  (to the  extent  not  reimbursed  by any Loan
Party),  from and against such Lender's aggregate Pro Rata Share with respect to
the  Facility of the  Liabilities  (including  taxes,  interests  and  penalties
imposed for not properly  withholding or backup  withholding on payments made to
on or for the  account of any  Lender)  that may be imposed  on,  incurred by or
asserted against the  Administrative  Agent or any of its Related Persons in any
matter  relating to or arising out of, in connection  with or as a result of any
Loan  Document,  any  Related  Document or any other act,  event or  transaction
related,  contemplated  in or attendant to any such document,  or, in each case,
any action  taken or omitted to be taken by  Administrative  Agent or any of its
Related  Persons  under  or  with  respect  to any of the  foregoing;  provided,
however,  that no Lender shall be liable to the  Administrative  Agent or any of
its Related Persons to the extent such liability has resulted primarily from the
gross negligence or willful  misconduct of the  Administrative  Agent or, as the
case  may be,  such  Related  Person,  as  determined  by a court  of  competent
jurisdiction in a final non-appealable judgment or order.

      Section 10.9 Resignation of Agent. (a) The Administrative Agent may resign
at any time by  delivering  notice of such  resignation  to the  Lenders and the
Borrower, effective on the date set forth in such notice or, if not such date is
set  forth  therein,   upon  the  date  such  notice  shall  be  effective.   If
Administrative  Agent delivers any such notice,  the Required Lenders shall have
the right to appoint a successor  Administrative Agent. If, within 30 days after
the  retiring  Administrative  Agent  having  given  notice of  resignation,  no
successor  Administrative  Agent has been appointed by the Required Lenders that
has accepted such appointment,  then the retiring  Administrative  Agent may, on
behalf of the Lenders,  appoint a successor  Administrative Agent from among the
Lenders.  Each  appointment  under this clause (a) shall be subject to the prior
consent of the Borrower, which may not be unreasonably withheld,  conditioned or
delayed but shall not be required during the continuance of an Event of Default.

            (b) Effective  immediately  upon its  resignation,  (i) the retiring
Administrative  Agent shall be discharged from its duties and obligations  under
the Loan Documents,  (ii) the Lenders shall assume and perform all of the duties
of the Administrative  Agent until a successor  Administrative  Agent shall have
accepted a valid appointment hereunder,  (iii) the retiring Administrative Agent
and its Related Persons shall no longer have the benefit of any provision of any
Loan  Document  other than with  respect to any  actions  taken or omitted to be
taken  while  such   retiring   Administrative   Agent  was,  or  because   such
Administrative  Agent had been, validly acting as Administrative Agent under the
Loan  Documents and (iv) subject to its rights under Section 10.3,  the retiring
Administrative  Agent shall take such action as may be  reasonably  necessary to
assign to the successor  Administrative Agent its rights as Administrative Agent
under the Loan Documents.  Effective  immediately upon its acceptance of a valid
appointment  as  Administrative  Agent, a successor  Administrative  Agent shall
succeed to, and become  vested


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with,   all  the  rights,   powers,   privileges  and  duties  of  the  retiring
Administrative Agent under the Loan Documents.

      Section  10.10 Release of  Collateral  or  Guarantors.  Each Lender hereby
consents to the release and hereby directs the  Administrative  Agent to release
(or, in the case of clause (b)(ii) below, release or subordinate) the following:

            (a)  any  Subsidiary  of  the  Borrower  from  its  guaranty  of any
Obligation of any Loan Party if all of the Securities of such  Subsidiary  owned
by any  Group  Member  are Sold in a Sale  permitted  under  the Loan  Documents
(including  pursuant to a waiver or consent),  to the extent that,  after giving
effect to such Sale,  such  Subsidiary  would not be required  to  guaranty  any
Obligations pursuant to Section 7.10; and

            (b) any Lien held by the Administrative Agent for the benefit of the
Secured  Parties  against (i) any  Collateral  that is Sold by a Loan Party in a
Sale  permitted by the Loan Documents  (including  pursuant to a valid waiver or
consent),  to the extent  all Liens  required  to be granted in such  Collateral
pursuant to Section  7.10 after  giving  effect to such Sale have been  granted,
(ii) any property subject to a Lien permitted hereunder in reliance upon Section
8.2(d) or (e) and (iii) all of the  Collateral  and all Loan  Parties,  upon (A)
termination  of the  Commitments,  (B) payment and  satisfaction  in full of all
Loans  and  all  other  Obligations   (other  than  contingent   indemnification
Obligations  as to which no claim  has been  asserted)  that the  Administrative
Agent has been  notified  in writing  are then due and  payable by the holder of
such  obligation,  (C) deposit of cash collateral with respect to all contingent
Obligations,   in  amounts  and  on  terms  and   conditions  and  with  parties
satisfactory to the  Administrative  Agent and each Indemnitee that is owed such
Obligations and (D) to the extent requested by the Administrative Agent, receipt
by the Secured Parties of liability  releases from the Loan Parties each in form
and substance acceptable to the Administrative Agent.

Each Lender hereby  directs the  Administrative  Agent,  and the  Administrative
Agent  hereby  agrees,  upon  receipt  of  reasonable  advance  notice  from the
Borrower,  to execute and deliver or file such  documents  and to perform  other
actions  reasonably  necessary to release the  guaranties  and Liens when and as
directed in this Section 10.10.

      Section 10.11 Additional Secured Parties. The benefit of the provisions of
the Loan  Documents  directly  relating to the  Collateral  or any Lien  granted
thereunder  shall extend to and be available to any Secured  Party that is not a
Lender as long as, by accepting  such  benefits,  such Secured Party agrees,  as
among the Administrative Agent and all other Secured Parties,  that such Secured
Party is bound by (and, if requested by the Administrative  Agent, shall confirm
such   agreement  in  a  writing  in  form  and  substance   acceptable  to  the
Administrative  Agent) this Article X,  Section 11.8 (Right of Setoff),  Section
11.9 (Sharing of Payments) and Section 11.20 (Confidentiality) and the decisions
and actions of the  Administrative  Agent and the Required  Lenders  (or,  where
expressly  required by the terms of this Agreement,  a greater proportion of the
Lenders)  to the  same  extent a  Lender  is  bound;  provided,  however,  that,
notwithstanding the foregoing,  (a) such Secured Party shall be bound by Section
10.8 only to the extent of  Liabilities,  costs and expenses  with respect to or
otherwise relating to the Collateral held for the benefit of such Secured Party,
in which case the  obligations  of such Secured  Party  thereunder  shall not be
limited by any concept of Pro Rata Share or similar  concept,  (b) except as set
forth  specifically  herein,  each of the  Administrative  Agent and the Lenders
shall be entitled to act at its sole discretion,  without regard to the interest
of such Secured  Party,  regardless  of whether any  Obligation  to such Secured
Party  thereafter  remains  outstanding,  is  deprived  of  the  benefit  of the
Collateral,  becomes  unsecured  or is  otherwise  affected  or put in  jeopardy
thereby,  and without


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any duty or  liability  to such  Secured  Party or any such  Obligation  and (c)
except as set forth specifically  herein,  such Secured Party shall not have any
right to be notified of,  consent to,  direct,  require or be heard with respect
to, any action taken or omitted in respect of the  Collateral  or under any Loan
Document.

      Section  10.12  Titles.  Notwithstanding  anything else to the contrary in
this  Agreement  or any other Loan  Document,  no party hereto  designated  as a
documentation agent, a syndication agent, an arranger or a bookrunner shall have
any duties or  responsibilities  under this Agreement or any other Loan Document
nor any fiduciary duty to any Lender or any other Secured Party,  and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this  Agreement or otherwise  exist against any such  documentation
agent, syndication agent, arranger or bookrunner, in such capacity.

                                   ARTICLE XI

                                  MISCELLANEOUS

      Section 11.1 Amendments,  Waivers,  Etc. (a) No amendment or waiver of any
provision of any Loan Document and no consent to any departure by any Loan Party
therefrom shall be effective  unless the same shall be in writing and signed (1)
in the case of an amendment, consent or waiver to cure any ambiguity,  omission,
defect or  inconsistency  or  granting a new Lien for the benefit of the Secured
Parties  or  extending  an  existing  Lien  over  additional  property,  by  the
Administrative  Agent and the  Borrower,  (2) in the case of any other waiver or
consent,  by the  Required  Lenders  (or by the  Administrative  Agent  with the
consent of the Required Lenders) and (3) in the case of any other amendment,  by
the  Required  Lenders (or by the  Administrative  Agent with the consent of the
Required Lenders), the Administrative Agent and the Borrower; provided, however,
that no amendment, consent or waiver described in clause (2) or (3) above shall,
unless in writing and signed by each Lender directly affected thereby (or by the
Administrative  Agent with the consent of such Lender), in addition to any other
Person  the  signature  of  which is  otherwise  required  pursuant  to any Loan
Document, do any of the following:

                  (i) waive any condition  specified in Section 3.1,  except any
      condition referring to any other provision of any Loan Document;

                  (ii)  increase the  Commitment  of such Lender or subject such
      Lender to any additional obligation;

                  (iii)  reduce   (including   through   release,   forgiveness,
      assignment  or otherwise)  (A) the principal  amount of, the interest rate
      on, or any  obligation of the Borrower to repay (whether or not on a fixed
      date), any outstanding Loan owing to such Lender or (B) any fee or accrued
      interest payable to such Lender; provided, however, that this clause (iii)
      does not apply to (x) any change to any provision  increasing any interest
      rate or fee  during  the  continuance  of an  Event of  Default  or to any
      payment of any such  increase  or (y) any  modification  to any  financial
      covenant set forth in Article V or in any  definition set forth therein or
      principally used therein;

                  (iv) waive or postpone any  scheduled  maturity  date or other
      scheduled date fixed for the payment, in whole or in part, of principal of
      or interest  on any Loan or fee owing to such Lender or for the  reduction
      of such Lender's Commitment; provided, however, that this clause (iv) does
      not apply to any change to


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      mandatory  prepayments,  including those required under Section 2.8, or to
      the application of any payment, including as set forth in Section 2.12 (b)

                  (v)  except as  provided  in  Section  10.10,  release  all or
      substantially  all of the Collateral or any Guarantor from its guaranty of
      any Obligation of the Borrower;

                  (vi) reduce or increase the proportion of Lenders required for
      the Lenders (or any subset thereof) to take any action hereunder or change
      the definition of the terms "Required  Lenders",  "Pro Rata Share" or "Pro
      Rata Outstandings"; or

                  (vii)  amend   Section   10.10   (Release  of   Collateral  or
      Guarantor), Section 11.9 (Sharing of Payments) or this Section 11.1;

and provided, further, that (x) no amendment, waiver or consent shall affect the
rights  or  duties  under  any  Loan   Document  of,  or  any  payment  to,  the
Administrative  Agent (or  otherwise  modify any  provision  of Article X or the
application  thereof)  or any SPV that has been  granted an option  pursuant  to
Section 11.2(f) unless in writing and signed by the Administrative  Agent or, as
the case may be, such SPV in addition to any  signature  otherwise  required and
(y) the  consent of the  Borrower  shall not be  required to change any order of
priority set forth in Section 2.12(c).

            (b)  Each  waiver  or  consent  under  any  Loan  Document  shall be
effective only in the specific  instance and for the specific  purpose for which
it was given.  No notice to or demand on any Loan Party  shall  entitle any Loan
Party to any notice or demand in the same,  similar or other  circumstances.  No
failure  on the  part  of any  Secured  Party  to  exercise,  and  no  delay  in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any
single or  partial  exercise  of any such  right  preclude  any other or further
exercise thereof or the exercise of any other right.

      Section 11.2 Assignments and  Participations;  Binding Effect. (a) Binding
Effect.  This Agreement shall become  effective when it shall have been executed
by Borrower and the Administrative Agent and when the Administrative Agent shall
have been notified by each Lender that such Lender has executed it.  Thereafter,
it shall be binding  upon and inure to the  benefit  of, but only to the benefit
of, Borrower (in each case except for Article X), the  Administrative  Agent and
each Lender and, to the extent provided in Section 10.11,  each other Indemnitee
and Secured Party and, in each case, their  respective  successors and permitted
assigns. Except as expressly provided in any Loan Document (including in Section
10.9),  none of  Borrower  or the  Administrative  Agent shall have the right to
assign any rights or obligations hereunder or any interest herein.

            (b) Right to Assign.  Each Lender may sell,  transfer,  negotiate or
assign all or a portion of its rights and obligations  hereunder  (including all
or a portion of its Commitments  and its rights and obligations  with respect to
Loans and Letters of Credit) to (i) any existing  Lender,  (ii) any Affiliate or
Approved Fund of any existing Lender or (iii) any other Person acceptable to the
Administrative  Agent and,  as long as no Event of Default  is  continuing,  the
Borrower  (such consent to be  unreasonably  withheld,  conditioned or delayed);
provided,  however,  that (w) such Sales must be ratable  among the  obligations
owing to and owed by such Lender with respect to the Facility, (x) the aggregate
outstanding  principal  amount  (determined  as of  the  effective  date  of the
applicable  Assignment)  of the Loans and  Commitments  subject to any such Sale
shall be in a  minimum  amount  of  $1,000,000,  unless  such Sale is made to an
existing Lender or an Affiliate or Approved Fund of any existing  Lender,  is of
the assignor's (together


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with its Affiliates and Approved  Funds) entire  interest in such Facility or is
made with the prior consent of the Borrower and the  Administrative  Agent,  and
(y) so long as no Event of  Default is  continuing,  no such Sale may be made to
Persons  identified on Schedule 11.2 or their Control  Investment  Affiliates so
long as any such Persons are, in the good faith  determination  of the Borrower,
investors in the Borrower's competitors.

            (c)  Procedure.  The parties to each Sale made in reliance on clause
(b) above (other than those  described  in the last  sentence of this clause (c)
and in clauses (e) or (f) below) shall execute and deliver to the Administrative
Agent an  Assignment  evidencing  such Sale,  together  with any  existing  Note
subject  to such  Sale (or any  affidavit  of loss  therefor  acceptable  to the
Administrative  Agent),  any tax forms  required  to be  delivered  pursuant  to
Section  2.17(f)  and  payment  of an  assignment  fee in the  amount of $3,500,
provided that (1) if a Sale by a Lender is made to a Lender,  or an Affiliate or
an Approved Fund of such assigning  Lender,  then no assignment fee shall be due
in  connection  with  such  Sale,  and (2) if a Sale by a  Lender  is made to an
assignee that is not a Lender, or an Affiliate or Approved Fund of such assignor
Lender,  and  concurrently  to one or more  Affiliates or Approved Funds of such
assignee, then only one assignment fee of $3,500 shall be due in connection with
such Sale. Upon receipt of all the foregoing,  and conditioned upon such receipt
and, if such  assignment is made in accordance with Section  11.2(b)(iii),  upon
the Administrative  Agent (and the Borrower,  if applicable)  consenting to such
Assignment,  from and after the effective date specified in such Assignment, the
Administrative  Agent shall  record or cause to be recorded in the  Register the
information  contained  in  such  Assignment.  Notwithstanding  anything  to the
contrary  contained in this Section  11.2, a Lender may assign any or all of its
rights  under the Loan  Documents  to an Affiliate of such Lender or an Approved
Fund of such Lender  without  delivering  an  Assignment  and  Acceptance to the
Administrative  Agent or to any other  Person (a  "Related  Party  Assignment");
provided,  however,  that (1) the  Borrower  and the  Administrative  Agent  may
continue  to deal  solely  and  directly  with such  assigning  Lender  until an
Assignment has been delivered to the Administrative Agent for recordation on the
Register,  (2) the Administrative Agent may continue to deal solely and directly
with such assigning Lender until receipt by the  Administrative  Agent of a copy
of the fully executed  Assignment,  (3) the failure of such assigning  Lender to
deliver an Assignment to the Administrative Agent shall not affect the legality,
validity,  or  binding  effect of such  assignment,  and (4) an  Assignment  and
Acceptance  between the  assigning  Lender and an  Affiliate of such Lender or a
Related Fund of such Lender shall be effective as of the date  specified in such
Assignment and Acceptance and recordation on the Related Party Register referred
to in the last sentence of Section 2.14(b).

            (d) Effectiveness.  Subject to the recording of an Assignment by the
Administrative  Agent in the  Register  pursuant  to  Section  2.14(b),  (i) the
assignee  thereunder  shall become a party hereto and, to the extent that rights
and  obligations  under the Loan  Documents  have been assigned to such assignee
pursuant to such Assignment,  shall have the rights and obligations of a Lender,
(ii) any  applicable  Note shall be  transferred  to such assignee  through such
entry and (iii) the  assignor  thereunder  shall,  to the extent that rights and
obligations  under this  Agreement  have been  assigned  by it  pursuant to such
Assignment, relinquish its rights (except for those surviving the termination of
the Commitments and the payment in full of the Obligations) and be released from
its obligations under the Loan Documents, other than those relating to events or
circumstances  occurring  prior  to  such  assignment  (and,  in the  case of an
Assignment covering all or the remaining portion of an assigning Lender's rights
and obligations under the Loan Documents,  such Lender shall cease to be a party
hereto except that each Lender agrees to remain bound by Article X, Section 11.8
(Right of Setoff) and Section 11.9 (Sharing of Payments) to the extent  provided
in Section 10.11 (Additional Secured Parties)).


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            (e) Grant of Security  Interests.  In  addition to the other  rights
provided in this Section 11.2, each Lender may grant a security  interest in, or
otherwise assign as collateral, any of its rights under this Agreement,  whether
now owned or hereafter  acquired  (including  rights to payments of principal or
interest on the Loans),  to (A) any federal reserve bank (pursuant to Regulation
A of the Federal Reserve Board),  without notice to the Administrative  Agent or
(B) any holder of, or trustee for the  benefit of the holders of, such  Lender's
Securities by notice to the Administrative  Agent;  provided,  however,  that no
such  holder or  trustee,  whether  because of such grant or  assignment  or any
foreclosure  thereon  (unless such  foreclosure is made through an assignment in
accordance  with  clause (b)  above),  shall be  entitled  to any rights of such
Lender  hereunder and no such Lender shall be relieved of any of its obligations
hereunder.

            (f)  Participants and SPVs. In addition to the other rights provided
in this Section  11.2,  each Lender may,  (x) with notice to the  Administrative
Agent,  grant to an SPV the option to make all or any part of any Loan that such
Lender would  otherwise be required to make  hereunder (and the exercise of such
option by such SPV and the making of Loans  pursuant  thereto  shall satisfy the
obligation of such Lender to make such Loans  hereunder) and such SPV may assign
to such Lender the right to receive  payment with respect to any  Obligation and
(y) without notice to or consent from the Administrative  Agent or the Borrower,
sell  participations  to one or more  Persons  in or to all or a portion  of its
rights and  obligations  under the Loan Documents  (including all its rights and
obligations  with respect to the Loans,  Revolving Loans and Letters of Credit);
provided, however, that, whether as a result of any term of any Loan Document or
of such  grant or  participation,  (i) no such SPV or  participant  shall have a
commitment,  or be  deemed  to have  made an  offer  to  commit,  to make  Loans
hereunder,  and,  except as provided in the applicable  option  agreement,  none
shall be liable for any obligation of such Lender hereunder,  (ii) such Lender's
rights and  obligations,  and the rights and obligations of the Loan Parties and
the Secured  Parties  towards such Lender,  under any Loan Document shall remain
unchanged  and each other party hereto  shall  continue to deal solely with such
Lender, which shall remain the holder of the Obligations in the Register, except
that (A) each such  participant  and SPV shall be  entitled  to the  benefit  of
Sections 2.16 (Breakage Costs;  Increased Costs; Capital  Requirements) and 2.17
(Taxes),  but only to the extent such  participant or SPV delivers the tax forms
such Lender is required to deliver pursuant to Section 2.17(f) and (B) each such
SPV may receive other payments that would  otherwise be made to such Lender with
respect to Loans  funded by such SPV to the extent  provided  in the  applicable
option agreement and set forth in a notice provided to the Administrative  Agent
by such SPV and  such  Lender,  provided,  however,  that in no case  (including
pursuant to clause (A) or (B) above) shall an SPV or participant  have the right
to enforce any of the terms of any Loan Document,  and (iii) the consent of such
SPV or participant  shall not be required  (either  directly,  as a restraint on
such Lender's  ability to consent  hereunder or otherwise)  for any  amendments,
waivers or consents  with respect to any Loan Document or to exercise or refrain
from exercising any powers or rights such Lender may have under or in respect of
the Loan Documents  (including the right to enforce or direct enforcement of the
Obligations),  except for those  described in clauses  (iii) and (iv) of Section
11.1(a) with respect to amounts, or dates fixed for payment of amounts, to which
such  participant  or SPV  would  otherwise  be  entitled  and,  in the  case of
participants,  except for those described in Section  11.1(a)(v) (or amendments,
consents  and  waivers  with  respect  to  Section   10.10  to  release  all  or
substantially  all of the Collateral).  No party hereto shall institute (and the
Borrower  shall  cause each other Loan Party not to  institute)  against any SPV
grantee of an option pursuant to this clause (f) any bankruptcy, reorganization,
insolvency,  liquidation  or similar  proceeding,  prior to the date that is one
year and one day after the payment in full of all outstanding  commercial  paper
of such SPV;  provided,  however,  that each Lender having  designated an SPV as
such agrees to  indemnify  each  Indemnitee  against any  Liability  that may be
incurred  by, or asserted  against,  such  Indemnitee  as a result of failing to
institute such proceeding


                                       83


(including a failure to get reimbursed by such SPV for any such Liability).  The
agreement  in the  preceding  sentence  shall  survive  the  termination  of the
Commitments and the payment in full of the Obligations.

      Section 11.3 Costs and Expenses.  Any action taken by any Loan Party under
or with respect to any Loan  Document,  even if required under any Loan Document
or at the reasonable  request of any Secured  Party,  shall be at the expense of
such Loan Party,  and no Secured Party shall be required under any Loan Document
to  reimburse  any Loan  Party or Group  Member  therefor  except  as  expressly
provided  therein.  In addition,  the Borrower  agrees to pay or reimburse  upon
demand (a) the Administrative  Agent for all reasonable  out-of-pocket costs and
expenses  incurred by it or any of its Related  Persons in  connection  with the
investigation,  development,  preparation,  negotiation, syndication, execution,
interpretation  or  administration  of,  any  modification  of  any  term  of or
termination of, any Loan Document,  any commitment or proposal letter  therefor,
any other  document  prepared in connection  therewith or the  consummation  and
administration  of any  transaction  contemplated  therein  (including  periodic
audits in connection  therewith and environmental  audits and  assessments),  in
each case including the reasonable fees,  charges and disbursements of one legal
counsel  (including local and special counsel) to the  Administrative  Agent and
such  Related  Persons and fees,  charges  and  disbursements  of the  auditors,
appraisers,  printers and other of its Related Persons  retained by or on behalf
of any of them or any of their Related Persons, (b) the Administrative Agent for
all reasonable  costs and expenses  incurred by it or any of its Related Persons
in connection  with internal audit reviews,  field  examinations  and Collateral
examinations (which shall be reimbursed,  in addition to the out-of-pocket costs
and expenses of such examiners,  at the per diem rate per individual  charged by
the  Administrative  Agent for its examiners) and (c) each of the Administrative
Agent, its Related Persons,  and each Lender for all costs and expenses incurred
in  connection  with  (i)  any  refinancing  or   restructuring  of  the  credit
arrangements  provided  hereunder  in  the  nature  of a  "work-out",  (ii)  any
amendment, modification or administration of any Loan Document while an Event of
Default  exists,  (iii) the  enforcement or  preservation of any right or remedy
under any Loan Document,  any Obligation,  with respect to the Collateral or any
other related  right or remedy or (iv) the  commencement,  defense,  conduct of,
intervention  in,  or the  taking of any  other  action  with  respect  to,  any
proceeding  (including any bankruptcy or insolvency  proceeding)  related to any
Group Member, Loan Document,  Obligation or Related Transaction (or the response
to and preparation for any subpoena or request for document  production relating
thereto), including fees and disbursements of counsel (including allocated costs
of internal counsel).

      Section 11.4  Indemnities.  (a) The  Borrower  agrees to  indemnify,  hold
harmless  and defend the  Administrative  Agent,  each  Lender and each of their
respective  Related  Persons (each such Person being an  "Indemnitee")  from and
against  all  Liabilities  (including  brokerage  commissions,  fees  and  other
compensation)  that may be imposed on, incurred by or asserted  against any such
Indemnitee in any matter relating to or arising out of, in connection with or as
a  result  of (i) any  Loan  Document,  any  Related  Document,  any  Disclosure
Document,  any Obligation (or the repayment thereof), the use or intended use of
the proceeds of any Loan, any Related Transaction,  or any securities filing of,
or with  respect to, any Group  Member,  (ii) any  commitment  letter,  proposal
letter or term sheet with any Person or any Contractual Obligation,  arrangement
or  understanding  with any broker,  finder or consultant,  in each case entered
into by or on  behalf of any Group  Member  or any  Affiliate  of any of them in
connection with any of the foregoing and any Contractual Obligation entered into
in connection with any E-Systems or other  Electronic  Transmissions,  (iii) any
actual or prospective investigation,  litigation or other proceeding, whether or
not brought by any such Indemnitee or any of its Related Persons, any holders of
Securities or creditors (and including  attorneys' fees in any case), whether or
not any


                                       84


such  Indemnitee,  Related  Person,  holder or creditor is a party thereto,  and
whether or not based on any  securities or  commercial  law or regulation or any
other  Requirement  of Law or theory  thereof,  including  common  law,  equity,
contract,  tort or  otherwise,  or (iv) any  other  act,  event  or  transaction
related, contemplated in or attendant to any of the foregoing (collectively, the
"Indemnified Matters");  provided, however, that the Borrower shall not have any
liability  under  this  Section  11.4  to any  Indemnitee  with  respect  to any
Indemnified  Matter,  and no Indemnitee shall have any liability with respect to
any  Indemnified  Matter  other than (to the extent  otherwise  liable),  to the
extent such liability (i) has resulted  primarily  from the gross  negligence or
willful  misconduct  of such  Indemnitee  as  determined by a court of competent
jurisdiction  in a final  non-appealable  judgment  or order or (ii)  relates to
taxes, for which  indemnification is provided (or not provided) in Section 2.17.
Furthermore,   the  Borrower  waives  and  agrees  not  to  assert  against  any
Indemnitee,  and shall  cause  each  other  Loan  Party to waive and not  assert
against  any  Indemnitee,   any  right  of  contribution  with  respect  to  any
Liabilities  that may be imposed on, incurred by or asserted against any Related
Person. The foregoing provisions for indemnification are not intended to include
those costs and expenses  described in Section 11.03, the reimbursement of which
is controlled by such Section.

            (b) Without limiting the foregoing,  "Indemnified  Matters" includes
all  Environmental  Liabilities,  including  those  arising  from,  or otherwise
involving,  any  property  of any  Related  Person  or any  actual,  alleged  or
prospective damage to property or natural resources or harm or injury alleged to
have  resulted  from any Release of  Hazardous  Materials  on, upon or into such
property  or natural  resource  or any  property  on or  contiguous  to any real
property  of any  Related  Person,  whether  or not,  with  respect  to any such
Environmental  Liabilities,  any  Indemnitee  is a  mortgagee  pursuant  to  any
leasehold mortgage, a mortgagee in possession,  the successor-in-interest to any
Related  Person or the owner,  lessee or operator of any property of any Related
Person through any foreclosure action,  except, in the case above, to the extent
such  Environmental  Liabilities  (i) arise solely from events  occurring in the
first instance on or after the date of foreclosure, which are not related to and
do not arise from circumstances existing prior to foreclosure,  and (ii) (A) are
incurred  solely  following  foreclosure  by any Secured  Party or following any
Secured Party having become the  successor-in-interest  to any Loan Party or (B)
are attributable  solely to acts of such Indemnitee and have resulted  primarily
from the gross negligence or willful misconduct of such Indemnitee as determined
by a court of  competent  jurisdiction  in a final  non-appealable  judgment  or
order.

      Section 11.5 Survival. Any indemnification or other protection provided to
any Indemnitee pursuant to any Loan Document (including pursuant to Section 2.17
(Taxes),  Section 2.16 (Breakage Costs;  Increased Costs; Capital Requirements),
Article X (The Administrative Agent), Section 11.3 (Costs and Expenses), Section
11.4 (Indemnities) or this Section 11.5) and all  representations and warranties
made in any Loan Document shall (A) survive the  termination of the  Commitments
and the payment in full of other Obligations and (B) inure to the benefit of any
Person that at any time held a right  thereunder (as an Indemnitee or otherwise)
and,  thereafter,  its successors and permitted assigns (to the extent permitted
hereunder).

      Section 11.6  Limitation  of Liability  for Certain  Damages.  In no event
shall any  Indemnitee  be liable on any  theory of  liability  for any  special,
indirect,  consequential  or punitive  damages  (including  any loss of profits,
business or  anticipated  savings).  The Borrower  hereby  waives,  releases and
agrees (and shall  cause each other Loan Party to waive,  release and agree) not
to sue upon any such claim for any special, indirect,  consequential or punitive
damages,  whether or not accrued and whether or not known or  suspected to exist
in its favor.


                                       85


      Section 11.7  Lender-Creditor  Relationship.  The relationship between the
Lenders and the Administrative  Agent, on the one hand, and the Loan Parties, on
the other hand, is solely that of lender and creditor.  No Secured Party has any
fiduciary relationship or duty to any Loan Party arising out of or in connection
with, and there is no agency,  tenancy or joint venture relationship between the
Secured  Parties  and the Loan  Parties by virtue of, any Loan  Document  or any
transaction contemplated therein.

      Section  11.8  Right of Setoff.  Each of the  Administrative  Agent,  each
Lender and each Affiliate  (including each branch office thereof) of any of them
is hereby  authorized,  without notice or demand (each of which is hereby waived
to the extent permitted by Requirement of Law by the Borrower),  at any time and
from time to time  during the  continuance  of any Event of  Default  and to the
fullest extent permitted by applicable Requirements of Law, to set off and apply
any and all deposits (whether general or special, time or demand, provisional or
final) at any time held and other  Indebtedness,  claims or other obligations at
any  time  owing  by the  Administrative  Agent,  such  Lender  or any of  their
respective  Affiliates  to or for the credit or the  account of  Borrower or the
Borrower  against any  Obligation  of any Loan Party now or hereafter  existing,
whether or not any demand was made under any Loan  Document with respect to such
Obligation  and  even  though  such  Obligation  may be  unmatured.  Each of the
Administrative  Agent and each Lender agrees promptly to notify the Borrower and
the  Administrative  Agent  after any such setoff and  application  made by such
Lender or its  Affiliates;  provided,  however,  that the  failure  to give such
notice shall not affect the validity of such setoff and application.  The rights
under  this  Section  11.8 are in  addition  to any other  rights  and  remedies
(including  other rights of setoff) that the  Administrative  Agent, the Lenders
and their Affiliates and other Secured Parties may have.

      Section 11.9 Sharing of Payments,  Etc. If any Lender, directly or through
an Affiliate or branch office thereof,  obtains any payment of any Obligation of
any Loan Party  (whether  voluntary,  involuntary or through the exercise of any
right of setoff or the receipt of any Collateral or "proceeds" (as defined under
the  applicable  UCC) of  Collateral)  other  than  pursuant  to  Sections  2.16
(Breakage Costs; Increased Costs; Capital  Requirements),  2.17 (Taxes) and 2.18
(Substitution  of Lenders) and such payment exceeds the amount such Lender would
have been entitled to receive if all payments had gone to, and been  distributed
by, the  Administrative  Agent in  accordance  with the  provisions  of the Loan
Documents,  such Lender shall purchase for cash from other Secured  Parties such
participations  in their  Obligations as necessary for such Lender to share such
excess  payment with such  Secured  Parties to ensure such payment is applied as
though  it had  been  received  by  the  Administrative  Agent  and  applied  in
accordance  with this  Agreement (or, if such  application  would then be at the
discretion  of the  Borrower,  applied to repay the  Obligations  in  accordance
herewith); provided, however, that (a) if such payment is rescinded or otherwise
recovered from such Lender in whole or in part, such purchase shall be rescinded
and the  purchase  price  therefor  shall be  returned  to such  Lender  without
interest  and  (b)  such  Lender  shall,  to the  fullest  extent  permitted  by
applicable  Requirements  of Law, be able to exercise  all its rights of payment
(including the right of setoff) with respect to such  participation  as fully as
if such  Lender were the direct  creditor of the  Borrower in the amount of such
participation.

      Section 11.10  Marshaling;  Payments Set Aside.  No Secured Party shall be
under any  obligation  to marshal any property in favor of any Loan Party or any
other party or against or in payment of any  Obligation.  To the extent that any
Secured  Party  receives a payment from the  Borrower,  from the proceeds of the
Collateral, from the exercise of its rights of setoff, any enforcement action or
otherwise,  and such payment is subsequently,  in whole or in part, invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to
a


                                       86


trustee,  receiver or any other party, then to the extent of such recovery,  the
obligation or part thereof originally  intended to be satisfied,  and all Liens,
rights and remedies  therefor,  shall be revived and continued in full force and
effect as if such payment had not occurred.

      Section 11.11 Notices.  (a)  Addresses.  All notices,  demands,  requests,
directions and other communications  required or expressly authorized to be made
by this  Agreement  shall,  whether or not specified to be in writing but unless
otherwise  expressly  specified  to be given  by any  other  means,  be given in
writing and (i) addressed to (A) if to the Borrower, as provided for on Schedule
II, (B) if to the  Administrative  Agent, to Clearlake Capital Group,  L.P., 650
Madison Avenue, 23rd Floor, New York, NY 10022,  Attention:  Behdad Eghbali (Fax
No.  212-610-9121),  with a copy (which shall not constitute notice) to Milbank,
Tweed,  Hadley & McCloy LLP, 601 South Figueroa Street, 30th Floor, Los Angeles,
CA 90017,  Attention:  Melainie K.  Mansfield  (Fax No.  213-629-5063),  and (C)
otherwise to the party to be notified at its address specified opposite its name
on Schedule  II or on the  signature  page of any  applicable  Assignment,  (ii)
posted to Intralinks(R) (to the extent such system is available and set up by or
at the direction of the Administrative Agent prior to posting) in an appropriate
location  by  uploading  such  notice,  demand,  request,   direction  or  other
communication to  www.intralinks.com,  (iii) posted to any other E-System set up
by or at the direction of the Administrative Agent in an appropriate location or
(iv)  addressed to such other address as shall be notified in writing (A) in the
case of the Borrower and the  Administrative  Agent, to the other parties hereto
and (B) in the case of all other parties, to the Borrower and the Administrative
Agent. Transmission by electronic mail (including facsimile, even if transmitted
to the fax numbers  set forth in clause (i) above)  shall not be  sufficient  or
effective  to  transmit  any such  notice  under this  clause  (a)  unless  such
transmission is an available means to post to any E-System.

            (b) Effectiveness.  All communications described in clause (a) above
and all  other  notices,  demands,  requests  and other  communications  made in
connection  with this  Agreement  shall be effective  and be deemed to have been
received (i) if delivered by hand, upon personal delivery,  (ii) if delivered by
overnight  courier  service,  one  Business  Day after  delivery to such courier
service,  (iii) if  delivered  by mail,  when  deposited  in the mails,  (iv) if
delivered  by  facsimile  (other than to post to an E-System  pursuant to clause
(a)(ii) or (a)(iii)  above),  upon sender's  receipt of  confirmation  of proper
transmission,  and (v) if delivered by posting to any  E-System  (including  any
facsimile so posted), on the later of the date of such posting in an appropriate
location  and the date access to such  posting  (and  notice of such  access) is
given to the  recipient  thereof  in  accordance  with the  standard  procedures
applicable to such E-System;  provided,  however,  that no communications to the
Administrative  Agent  pursuant  to Article  II or Article X shall be  effective
until received by the Administrative Agent.

      Section 11.12 Electronic Transmissions. (a) Authorization.  Subject to the
provisions of Section 11.11(a),  each of the Administrative Agent, the Borrower,
the Lenders and each of their Related  Persons is authorized  (but not required)
to transmit,  post or otherwise  make or  communicate,  in its sole  discretion,
Electronic   Transmissions   in  connection  with  any  Loan  Document  and  the
transactions  contemplated  therein. Each of the Borrower and each Secured Party
hereby  acknowledges  and agrees,  and the Borrower shall cause each other Group
Member to acknowledge and agree, that the use of Electronic Transmissions is not
necessarily  secure and that there are risks associated with such use, including
risks of  interception,  disclosure  and abuse and each indicates it assumes and
accepts  such  risks  by  hereby  authorizing  the  transmission  of  Electronic
Transmissions.

            (b)  Signatures.  Subject to the  provisions  of  Section  11.11(a),
(i)(A) no posting to any E-System shall be denied legal effect merely because it
is made electronically,


                                       87


(B) each  E-Signature on any such posting shall be deemed  sufficient to satisfy
any  requirement  for a  "signature"  and (C) each such posting  shall be deemed
sufficient to satisfy any  requirement  for a "writing",  in each case including
pursuant to any Loan Document,  any applicable provision of any UCC, the federal
Uniform  Electronic  Transactions  Act, the Electronic  Signatures in Global and
National  Commerce Act and any  substantive  or  procedural  Requirement  of Law
governing  such  subject  matter,  (ii) each such  posting  that is not  readily
capable of bearing  either a signature or a  reproduction  of a signature may be
signed,  and shall be deemed signed,  by attaching to, or logically  associating
with such posting, an E-Signature,  upon which each Secured Party and Loan Party
may rely and assume the authenticity thereof, (iii) each such posting containing
a signature,  a  reproduction  of a signature or an E-Signature  shall,  for all
intents and purposes, have the same effect and weight as a signed paper original
and (iv) each party  hereto or  beneficiary  hereto  agrees  not to contest  the
validity or  enforceability of any posting on any E-System or E-Signature on any
such posting under the provisions of any applicable Requirement of Law requiring
certain documents to be in writing or signed;  provided,  however,  that nothing
herein shall limit such party's or  beneficiary's  right to contest  whether any
posting to any E-System or E-Signature has been altered after transmission.

            (c) Separate  Agreements.  All uses of an E-System shall be governed
by and subject to, in addition to Section 11.11 and this Section 11.12, separate
terms  and  conditions  posted  or  referenced  in  such  E-System  and  related
Contractual  Obligations  executed  by  Secured  Parties  and Group  Members  in
connection with the use of such E-System.

            (d)   Limitation   of  Liability.   All  E-Systems  and   Electronic
Transmissions   shall  be  provided  "as  is"  and  "as   available".   None  of
Administrative  Agent  or any of its  Related  Persons  warrants  the  accuracy,
adequacy or completeness of any E-Systems or Electronic  Transmission,  and each
disclaims all liability for errors or omissions therein. No Warranty of any kind
is  made  by the  Administrative  Agent  or  any of  their  Related  Persons  in
connection  with  any  E-Systems  or  Electronic  Communication,  including  any
warranty of merchantability,  fitness for a particular purpose, non-infringement
of third-party rights or freedom from viruses or other code defects. Each of the
Borrower and each Secured Party agrees (and the Borrower  shall cause each other
Loan Party to agree) that the  Administrative  Agent have no responsibility  for
maintaining  or  providing  any  equipment,  software,  services  or any testing
required in connection with any Electronic  Transmission  or otherwise  required
for any E-System.

      Section 11.13 Governing Law. This Agreement, each other Loan Document that
does not expressly set forth its applicable  law, and the rights and obligations
of the  parties  hereto and  thereto  shall be governed  by, and  construed  and
interpreted in accordance with, the law of the State of New York.

      Section 11.14  Jurisdiction.  (a)  Submission to  Jurisdiction.  Any legal
action or  proceeding  with  respect to any Loan  Document may be brought in the
courts of the State of New York  located  in the City of New  York,  Borough  of
Manhattan,  or of the United States of America for the Southern  District of New
York and, by execution  and  delivery of this  Agreement,  the  Borrower  hereby
accepts   for   itself  and  in  respect   of  its   property,   generally   and
unconditionally,  the jurisdiction of the aforesaid  courts.  The parties hereto
(and, to the extent set forth in any other Loan Document, each other Loan Party)
hereby irrevocably waive any objection, including any objection to the laying of
venue or based on the grounds of forum non conveniens,  that any of them may now
or  hereafter  have to the  bringing  of any such action or  proceeding  in such
jurisdictions.


                                       88


            (b) Service of Process.  The Borrower  (and, to the extent set forth
in any other Loan  Document,  each other Loan Party) hereby  irrevocably  waives
personal  service  of any and all  legal  process,  summons,  notices  and other
documents  and other service of process of any kind and consents to such service
in any suit,  action or proceeding  brought in the United States of America with
respect to or otherwise  arising out of or in connection  with any Loan Document
by any means  permitted  by  applicable  Requirements  of Law,  including by the
mailing  thereof (by  registered  or  certified  mail,  postage  prepaid) to the
address of the Borrower  specified in Section 11.11 (and shall be effective when
such mailing shall be effective, as provided therein). The Borrower (and, to the
extent set forth in any other Loan Document,  each other Loan Party) agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by law.

            (c)  Non-Exclusive  Jurisdiction.  Nothing contained in this Section
11.14 shall affect the right of the Administrative  Agent or any Lender to serve
process in any other  manner  permitted  by  applicable  Requirements  of Law or
commence legal  proceedings or otherwise  proceed  against any Loan Party in any
other jurisdiction.

      Section 11.15 Waiver of Jury Trial.  EACH PARTY HERETO HEREBY  IRREVOCABLY
WAIVES  TRIAL BY JURY IN ANY SUIT,  ACTION OR  PROCEEDING  WITH  RESPECT  TO, OR
DIRECTLY OR  INDIRECTLY  ARISING OUT OF, UNDER OR IN CONNECTION  WITH,  ANY LOAN
DOCUMENT OR THE  TRANSACTIONS  CONTEMPLATED  THEREIN OR RELATED THERETO (WHETHER
FOUNDED IN CONTRACT,  TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO OTHER PARTY AND NO RELATED  PERSON OF ANY OTHER  PARTY HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT SUCH  OTHER  PARTY  WOULD  NOT,  IN THE EVENT OF
LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)  ACKNOWLEDGES  THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS,
AS APPLICABLE, BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15.

      Section 11.16 Severability.  Any provision of any Loan Document being held
illegal,  invalid or unenforceable in any jurisdiction shall not affect any part
of such  provision  not  held  illegal,  invalid  or  unenforceable,  any  other
provision  of any Loan  Document  or any  part of such  provision  in any  other
jurisdiction.

      Section 11.17 Execution in Counterparts. This Agreement may be executed in
any number of counterparts  and by different  parties in separate  counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which taken together  shall  constitute  one and the same  agreement.  Signature
pages may be detached  from  multiple  separate  counterparts  and attached to a
single counterpart.  Delivery of an executed signature page of this Agreement by
facsimile  transmission  or  Electronic  Transmission  shall be as  effective as
delivery of a manually executed counterpart hereof.

      Section  11.18  Entire  Agreement.  The Loan  Documents  embody the entire
agreement of the parties and supersede all prior  agreements and  understandings
relating  to the  subject  matter  thereof  and any prior  letter  of  interest,
commitment letter, fee letter,  confidentiality and similar agreements involving
any Loan Party and any of the  Administrative  Agent, any Lender or any of their
respective  Affiliates  relating to a financing of  substantially  similar form,
purpose  or  effect.  In the  event of any  conflict  between  the terms of this
Agreement and any other Loan Document,  the terms of this Agreement shall govern
(unless  such terms of such other Loan  Documents  are


                                       89


necessary  to comply  with  applicable  Requirements  of Law, in which case such
terms shall govern to the extent necessary to comply therewith).

      Section 11.19 Use of Name. The Borrower agrees, and shall cause each other
Loan  Party to agree,  that it shall  not,  and none of its  Affiliates  that it
controls shall,  issue any press release or other public  disclosure (other than
any document filed with any Governmental Authority relating to a public offering
of the Securities of any Loan Party) using the name, logo or otherwise referring
to Clearlake or of any of its Affiliates,  the Loan Documents or any transaction
contemplated therein to which the Secured Parties are party without at least two
(2) Business  Days' prior notice to Clearlake  and without the prior  consent of
Clearlake,  except to the extent required to do so under applicable Requirements
of Law (provided that the Borrower shall use commercially  reasonable efforts to
permit Clearlake to review such disclosure).

      Section 11.20  Non-Public  Information;  Confidentiality.  (a) Each Lender
acknowledges  and agrees that it may  receive  material  non-public  information
hereunder  concerning  the Loan Parties and their  Affiliates and Securities and
agrees  to use  such  information  in  compliance  with all  relevant  policies,
procedures  and  Contractual  Obligations  and applicable  Requirements  of Laws
(including United States federal and state security laws and regulations).

            (b) Each  Lender and the  Administrative  Agent (on behalf of itself
and its Related  Persons) agrees to use all reasonable  efforts to maintain,  in
accordance with its customary practices for handling confidential information of
this nature, the  confidentiality of information  obtained by it pursuant to any
Loan  Document,  except  that such  information  may be  disclosed  (i) with the
Borrower's consent, (ii) to Related Persons of such Lender or the Administrative
Agent, as the case may be, that are advised of the  confidential  nature of such
information and are instructed to keep such information  confidential,  (iii) to
the extent such information  presently is or hereafter becomes available to such
Lender or the  Administrative  Agent, as the case may be, on a  non-confidential
basis from a source other than any Loan Party or any other Related Persons, (iv)
to the extent disclosure is required by applicable  Requirements of Law or other
legal process or requested or demanded by any Governmental Authority, (v) to the
extent  necessary or customary for inclusion in league table  measurements or in
any tombstone or other  advertising  materials (and the Loan Parties  consent to
the  publication  of  such  tombstone  or  other  advertising  materials  by the
Administrative  Agent, any Lender or any of their Related Persons),  (vi) to the
National Association of Insurance Commissioners or any similar organization, any
examiner or any nationally  recognized  rating agency or otherwise to the extent
consisting of general  portfolio  information that does not identify  borrowers,
(vii) to current or prospective assignees, SPVs grantees of any option described
in Section 11.2(f) or participants,  direct or contractual counterparties to any
Hedging Agreement  permitted  hereunder and to their respective Related Persons,
in each case to the  extent  such  assignees,  participants,  counterparties  or
Related  Persons  agree to be bound by provisions  substantially  similar to the
provisions  of this  Section  11.20  and,  so long as no  Event  of  Default  is
continuing,  excluding the Persons identified in Schedule 11.2 and their Control
Investment  Affiliates  so long as any  such  Persons  are,  in the  good  faith
determination  of the  Borrower,  investors in the  Borrower's  competitors,  or
(viii) in connection with the exercise of any remedy under any Loan Document. In
the event of any conflict  between the terms of this Section  11.20 and those of
any other  Contractual  Obligation  entered into with any Loan Party (whether or
not a Loan Document), the terms of this Section 11.20 shall govern.

      Section 11.21 Patriot Act Notice.  Each Lender  subject to the USA Patriot
Act of 2001 (31 U.S.C. 5318 et seq.) hereby notifies the Borrower that, pursuant
to Section 326 thereof, it is required to obtain,  verify and record information
that identifies the Borrower, including the name


                                       90


and  address of the  Borrower  and other  information  allowing  such  Lender to
identify the Borrower in accordance with such act.

                            [Signature Pages Follow]


                                       91


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective  officers  thereunto duly authorized,  as of the
date first above written.

                       GOAMERICA, INC., as Borrower

                       By: /s/ Daniel R. Luis
                          --------------------------------------
                       Name: Daniel R. Luis
                       Title: Chief Executive Officer





                       AGENT:
                       CLEARLAKE CAPITAL GROUP, L.P., as Administrative Agent

                       By: CCG Operations, LLC
                       Its: General Partner

                       By: /s/ Behdad Eghbali
                          --------------------------------------
                       Name: Behdad Eghbali
                       Title: Authorized Signatory





                       LENDERS:

                       RESERVOIR CAPITAL PARTNERS, L.P.,
                       as Lender
                       By: RCP GP, LLC, its general partner

                       By: /s/ Craig Huff
                          ------------------------------
                       Name: Craig Huff
                       Title: Co-Chief Executive Officer

                       RESERVOIR CAPITAL INVESTMENT PARTNERS, L.P.,
                       as Lender
                       By: RCIP GP, LLC, its general partner

                       By: /s/ Craig Huff
                          ------------------------------
                       Name: Craig Huff
                       Title: Co-Chief Executive Officer

                       RESERVOIR CAPITAL MASTER FUND II, L.P.,
                       as Lender
                       By: Reservoir Capital Group, L.L.C., its general partner

                       By: /s/ Craig Huff
                          ------------------------------
                       Name: Craig Huff
                       Title: Co-Chief Executive Officer

EX-10.3

                                                                    Exhibit 10.3

                                                               EXECUTION VERSION

================================================================================

                         GUARANTY AND SECURITY AGREEMENT

                          Dated as of January 10, 2008

                                      among

                                GOAMERICA, INC.,
                                   as Borrower

                                       and

                   Each Grantor From Time to Time Party Hereto

                                       and

                               ABLECO FINANCE LLC,
                               as Collateral Agent

================================================================================



                                TABLE OF CONTENTS

================================================================================
ARTICLE I  DEFINED TERMS                                                       1

     Section 1.1  Definitions .............................................    1
     Section 1.2  Certain Other Terms .....................................    4

ARTICLE II  GUARANTY                                                           4

     Section 2.1  Guaranty ................................................    4
     Section 2.2  Limitation of Guaranty ..................................    5
     Section 2.3  Contribution ............................................    5
     Section 2.4  Authorization; Other Agreements .........................    5
     Section 2.5  Guaranty Absolute and Unconditional .....................    6
     Section 2.6  Waivers .................................................    7
     Section 2.7  Reliance ................................................    7

ARTICLE III  GRANT OF SECURITY INTEREST                                        7

     Section 3.1  Collateral ..............................................    7
     Section 3.2  Grant of Security Interest in Collateral ................    8

ARTICLE IV  REPRESENTATIONS AND WARRANTIES                                     8

     Section 4.1  Title; No Other Liens ...................................    8
     Section 4.2  Perfection and Priority .................................    8
     Section 4.3  Jurisdiction of Organization; Chief Executive Office ....    9
     Section 4.4  Locations of Inventory, Equipment
                  and Books and Records ...................................    9
     Section 4.5  Pledged Collateral ......................................    9
     Section 4.6  Instruments and Tangible Chattel
                  Paper Formerly Accounts .................................   10
     Section 4.7  Intellectual Property ...................................   10
     Section 4.8  Commercial Tort Claims ..................................   10
     Section 4.9  Specific Collateral .....................................   10
     Section 4.10 Promissory Notes and Debt Securities ....................   10
     Section 4.11 Governmental Licenses ...................................   10
     Section 4.12 Motor Vehicles ..........................................   10
     Section 4.13 Representations and Warranties of the Credit Agreement ..   11

ARTICLE V  COVENANTS                                                          11

     Section 5.1  Maintenance of Perfected Security
                  Interest; Further Documentation and Consents ............   11
     Section 5.2  Changes in Locations, Name, Etc .........................   12
     Section 5.3  Pledged Collateral ......................................   12
     Section 5.4  Accounts ................................................   13
     Section 5.5  Commodity Contracts .....................................   13
     Section 5.6  Delivery of Instruments and Tangible
                  Chattel Paper and Control of Investment
                  Property, Letter-of-Credit Rights and
                  Electronic Chattel Paper ................................   13
     Section 5.7  Intellectual Property ...................................   14
     Section 5.8  Notices .................................................   15
     Section 5.9  Notice of Commercial Tort Claims ........................   15
     Section 5.10 Compliance with Credit Agreement ........................   16


                                        i


ARTICLE VI  REMEDIAL PROVISIONS                                               16

     Section 6.1  Code and Other Remedies .................................   16
     Section 6.2  Accounts and Payments in Respect
                  of General Intangibles ..................................   19
     Section 6.3  Pledged Collateral ......................................   20
     Section 6.4  Proceeds to be Turned Over to and
                  Held by Collateral Agent ................................   21
     Section 6.5  Private Sales ...........................................   21
     Section 6.6  Deficiency ..............................................   22

ARTICLE VII  THE COLLATERAL AGENT                                             22

     Section 7.1  Collateral Agent's Appointment as Attorney-in-Fact ......   22
     Section 7.2  Authorization to File Financing Statements ..............   23
     Section 7.3  Authority of Collateral Agent ...........................   24
     Section 7.4  Duty; Obligations and Liabilities .......................   24

ARTICLE VIII MISCELLANEOUS                                                    24

     Section 8.1  Reinstatement ...........................................   24
     Section 8.2  Release of Collateral ...................................   25
     Section 8.3  Independent Obligations .................................   25
     Section 8.4  No Waiver by Course of Conduct ..........................   26
     Section 8.5  Amendments in Writing ...................................   26
     Section 8.6  Additional Grantors; Additional Pledged Collateral ......   26
     Section 8.7  Notices .................................................   26
     Section 8.8  Successors and Assigns ..................................   26
     Section 8.9  Counterparts ............................................   26
     Section 8.10 Severability ............................................   27
     Section 8.11 Governing Law ...........................................   27
     Section 8.12 Jurisdiction ............................................   27
     Section 8.13 Waiver of Jury Trial ....................................   27
     Section 8.14 Subordination ...........................................   28
     Section 8.15 Hands On ................................................   29


                                       ii


ANNEXES AND SCHEDULES

        Annex 1        Form of Pledge Amendment
        Annex 2        Form of Joinder Agreement
        Annex 3        Form of Intellectual Property Security Agreement

        Schedule 1     Commercial Tort Claims
        Schedule 2     Filings
        Schedule 3     Jurisdiction of Organization; Chief Executive Office
        Schedule 4     Location of Inventory and Equipment
        Schedule 5     Pledged Collateral
        Schedule 6     Intellectual Property
        Schedule 7     Promissory Notes and Debt Securities
        Schedule 8     Governmental Licenses
        Schedule 9     Motor Vehicles


                                      iii


            GUARANTY AND SECURITY  AGREEMENT,  dated as of January 10, 2008,  by
GOAMERICA, INC., a Delaware corporation, (the "Borrower"), and each of the other
entities  listed on the  signature  pages  hereof or that becomes a party hereto
pursuant to Section 8.6 (together with the Borrower,  the "Grantors"),  in favor
of ABLECO FINANCE LLC, a Delaware limited liability company, as collateral agent
(in such  capacity,  together with its  successors  and permitted  assigns,  the
"Collateral  Agent") for the Lenders and the L/C Issuers and each other  Secured
Party (each as defined in the Credit Agreement referred to below).

                              W I T N E S S E T H:

            WHEREAS,  pursuant to the Credit  Agreement  dated as of January 10,
2008 (as the same may be modified  from time to time,  the  "Credit  Agreement")
among  the  Borrower,   the  Collateral  Agent,   Churchill  Financial  LLC,  as
administrative  agent (the  "Administrative  Agent" together with the Collateral
Agent,  the  "Agents"),  the Lenders and the L/C Issuers from time to time party
thereto,  the  Lenders  and  the  L/C  Issuers  have  severally  agreed  to make
extensions  of  credit  to the  Borrower  upon  the  terms  and  subject  to the
conditions set forth therein;

            WHEREAS,  each  Grantor has agreed to guaranty the  Obligations  (as
defined in the Credit Agreement) of each other Loan Party;

            WHEREAS,  each Grantor will derive  substantial  direct and indirect
benefits from the making of the  extensions of credit to the Borrower  under the
Credit Agreement; and

            WHEREAS,  it is a  condition  precedent  to  the  obligation  of the
Lenders and the L/C Issuers to make their respective extensions of credit to the
Borrower  under the Credit  Agreement  that the Grantors shall have executed and
delivered this Agreement to the Collateral Agent.

            NOW,  THEREFORE,  in consideration of the premises and to induce the
Lenders,  the L/C Issuers and the Agents to enter into the Credit  Agreement and
to induce the Lenders and the L/C Issuers to make their respective extensions of
credit  to  the  Borrower  thereunder,  each  Grantor  hereby  agrees  with  the
Collateral Agent as follows:

                                   ARTICLE I

                                  DEFINED TERMS

      Section 1.1 Definitions.

            (a) Capital terms used herein without definition are used as defined
in the Credit Agreement.

            (b) The following  terms have the meanings  given to them in the UCC
and terms used herein  without  definition  that are defined in the UCC have the
meanings  given to them in the UCC (such  meanings to be equally  applicable  to
both the singular and plural forms of the terms  defined):  "account",  "account
debtor",  "as-extracted collateral",  "certificated security",  "chattel paper",
"commercial tort claim",  "commodity contract",  "deposit account",  "electronic
chattel paper", "equipment",  "farm products",  "fixture", "general intangible",
"goods",   "health-care-insurance   receivable",   "instruments",   "inventory",
"investment property", "letter-of-credit



right",  "proceeds",  "record",  "securities account",  "security",  "supporting
obligation" and "tangible chattel paper".

            (c) The following terms shall have the following meanings:

            "Agreement" means this Guaranty and Security Agreement.

            "Applicable  IP Office" means the United States Patent and Trademark
Office,  the United  States  Copyright  Office or any  similar  office or agency
within or outside the United States.

            "Collateral" has the meaning specified in Section 3.1.

            "Collateral Update Certificate" has the meaning specified in Section
5.1(c).

            "Excluded  Equity"  means any  voting  stock in excess of 66% of the
outstanding voting stock of any Excluded Foreign Subsidiary. For the purposes of
this definition,  "voting stock" means,  with respect to any issuer,  the issued
and  outstanding  shares of each class of Stock of such issuer  entitled to vote
(within the meaning of Treasury Regulations ss. 1.956-2(c)(2)).

            "Excluded Property" means,  collectively,  (i) Excluded Equity, (ii)
any permit or license of, or any  Contractual  Obligation  entered  into by, any
Grantor (A) that  prohibits or requires the consent of any Person other than the
Borrower and its  Affiliates as a condition to the creation by such Grantor of a
Lien on any right,  title or interest  in such  permit,  license or  Contractual
Obligation or any Stock or Stock Equivalent related thereto or (B) to the extent
that any Requirement of Law applicable  thereto prohibits the creation of a Lien
thereon,  but only,  with  respect  to the  prohibition  in (A) and (B),  to the
extent,  and for as long as,  such  prohibition  is not  terminated  or rendered
unenforceable  or  otherwise  deemed   ineffective  by  the  UCC  or  any  other
Requirement of Law or required consent is not obtained (and immediately upon the
lapse, termination,  unenforceability or ineffectiveness of any such prohibition
or grant of such required  consent,  the Collateral shall include,  and Grantors
shall be deemed to have  automatically  granted a security interest in, all such
permits,  licenses,  Contractual  Obligations  or Stock or Stock  Equivalents no
longer subject to such prohibition or required consent),  (iii) fixed or capital
assets  owned by any  Grantor  that is  subject  to a  purchase  money Lien or a
Capital  Lease if the  Contractual  Obligation  pursuant  to which  such Lien is
granted (or in the  document  providing  for such  Capital  Lease)  prohibits or
requires the consent of any Person other than the Borrower and its Affiliates as
a condition  to the  creation of any other Lien on such  equipment  and (iv) any
U.S. "intent to use" Trademark applications for which a statement of use has not
been filed and accepted  (but only until such  statement of use is filed and has
been accepted);  provided,  however,  that "Excluded Property" shall not include
any proceeds,  products,  substitutions  or  replacements  of Excluded  Property
(unless such proceeds,  products,  substitutions or replacements would otherwise
constitute Excluded Property).

            "Guaranteed Obligations" has the meaning set forth in Section 2.1.

            "Guarantor" means each Grantor (other than the Borrower).

            "Guaranty" means the guaranty of the Guaranteed  Obligations made by
the Guarantors as set forth in this Agreement.


                                       2


            "Inventory"  means any  "inventory,"  as such item is defined in the
code, now owned or hereafter acquired by any Loan Party,  wherever located,  and
in any event including inventory, merchandise, goods and other personal property
that  are  held by or on  behalf  of any  Loan  Party  for  sale or lease or are
furnished or are to be furnished under a contract of service, or that constitute
raw materials,  work in process,  finished goods,  returned  goods,  supplies or
materials of any kind,  nature or description  used or consumed or to be used or
consumed  in  such  Loan  Party's  business  or in the  processing,  production,
packaging, promotion, delivery or shipping of the same, including other supplies
and embedded software.

            "Pledged  Certificated Stock" means all certificated  securities and
any other Stock or Stock  Equivalent of any Person  evidenced by a  certificate,
instrument or other similar document (as defined in the UCC), in each case owned
by any Grantor,  and any  distribution  of property made on, in respect of or in
exchange  for the  foregoing  from time to time,  including  all Stock and Stock
Equivalents  listed on Schedule  5.  Pledged  Certificated  Stock  excludes  any
Excluded Property.

            "Pledged Collateral" means, collectively,  the Pledged Stock and the
Pledged Debt Instruments.

            "Pledged Debt  Instruments"  means all right,  title and interest of
any Grantor in instruments  evidencing any Indebtedness  owed to such Grantor or
other obligations, and any distribution of property made on, in respect of or in
exchange  for the  foregoing  from  time to  time,  including  all  Indebtedness
described on Schedule 5, issued by the obligors named therein.

            "Pledged  Investment  Property" means any investment property of any
Grantor,  and any distribution of property made on, in respect of or in exchange
for the  foregoing  from time to time,  other than any Pledged  Stock or Pledged
Debt Instruments.

            "Pledged Stock" means all Pledged Certificated Stock and all Pledged
Uncertificated Stock.

            "Pledged  Uncertificated  Stock" means any Stock or Stock Equivalent
of any Person that is not Pledged Certificated Stock, including all right, title
and interest of any Grantor as a limited or general  partner in any  partnership
not  constituting  Pledged  Certificated  Stock  or as a member  of any  limited
liability company, all right, title and interest of any Grantor in, to and under
any  Constituent  Document of any  partnership or limited  liability  company to
which it is a party,  and any distribution of property made on, in respect of or
in exchange for the  foregoing  from time to time,  including in each case those
interests  set  forth  on  Schedule  5, to the  extent  such  interests  are not
certificated. Pledged Uncertificated Stock excludes any Excluded Property.

            "Registered Intellectual Property" means all Patents, Trademarks and
Copyrights that are covered by issued patents or registrations or pending patent
application or  applications  for  registration,  excluding any Internet  Domain
Names and any Excluded Property.

            "Security Cash Collateral  Account" means a Cash Collateral  Account
that is not a L/C Cash Collateral Account.

            "Software"  means (a) all computer  programs,  including source code
and object code  versions,  (b) all data,  databases and  compilations  of data,
whether  machine  readable or


                                       3


otherwise,  and (c) all  documentation,  training  materials and  configurations
related to any of the foregoing.

            "Subsidiary  Guarantor"  means any Guarantor that is a Subsidiary of
the Borrower.

            "UCC"  means  the  Uniform  Commercial  Code as from time to time in
effect in the State of New York; provided,  however, that, in the event that, by
reason of mandatory provisions of any applicable  Requirement of Law, any of the
attachment,  perfection  or  priority  of the  Collateral  Agent's  or any other
Secured Party's  security  interest in any Collateral is governed by the Uniform
Commercial Code of a jurisdiction  other than the State of New York, "UCC" shall
mean the Uniform  Commercial  Code as in effect in such other  jurisdiction  for
purposes of the provisions  hereof  relating to such  attachment,  perfection or
priority and for  purposes of the  definitions  related to or otherwise  used in
such provisions.

            "Vehicles"  means all vehicles covered by a certificate of title law
of any state.

      Section 1.2 Certain Other Terms.

            (a) The  meanings  given to terms  defined  herein  shall be equally
applicable  to both the  singular  and  plural  forms of such  terms.  The terms
"herein",  "hereof" and similar terms refer to this Agreement as a whole and not
to any  particular  Article,  Section  or clause in this  Agreement.  References
herein  to  an  Annex,  Schedule,  Article,  Section  or  clause  refer  to  the
appropriate  Annex or  Schedule  to,  or  Article,  Section  or  clause  in this
Agreement.  Where the context  requires,  provisions  relating to any Collateral
when used in relation to a Grantor shall refer to such  Grantor's  Collateral or
any relevant part thereof.

            (b)  Section  1.5   (Interpretation)  of  the  Credit  Agreement  is
applicable to this Agreement as and to the extent set forth therein.

            (c) The term "payment in full" or "paid in full" with respect to the
Obligations,  the Secured Obligations,  the Guaranteed Obligations or the Senior
Obligations  means upon (A)  termination  of the  Commitments,  (B)  payment and
satisfaction  in full of all Loans,  all L/C  Reimbursement  Obligations and all
other  Obligations  that the  Collateral  Agent has been notified in writing are
then due and  payable  by the  holder of such  obligation,  (C)  deposit of cash
collateral  with respect to all contingent  Obligations  (other than  contingent
indemnification  obligations as to which no claim has been asserted) (or, in the
case of any L/C  Obligation,  a back-up  letter of credit has been  issued),  in
amounts  required  under  Section 9.3 of the Credit  Agreement  and on terms and
conditions and with parties  satisfactory to the Agents and each Indemnitee that
is owed such Obligations and (D) to the extent requested by the Agents,  receipt
by the Secured Parties of liability  releases from the Loan Parties each in form
and substance acceptable to the Agents.

                                   ARTICLE II

                                    GUARANTY

      Section 2.1 Guaranty.  To induce the Lenders to make the Loans and the L/C
Issuers  to  Issue  Letters  of  Credit,  each  Guarantor  hereby,  jointly  and
severally,  absolutely,  unconditionally and irrevocably guarantees,  as primary
obligor  and not  merely as  surety,  the full


                                       4


and punctual payment when due, whether at stated maturity or earlier,  by reason
of acceleration,  mandatory  prepayment or otherwise in accordance with any Loan
Document,  of all the  Obligations of each other Loan Party whether  existing on
the  date  hereof  or   hereinafter   incurred  or  created   (the   "Guaranteed
Obligations").  This Guaranty by each Guarantor hereunder constitutes a guaranty
of payment and not of  collection.  Each Guarantor  agrees that its  obligations
under this Agreement shall not be discharged  until the Obligations  (other than
contingent  indemnification  obligations as to which no claim has been asserted)
are paid in full.  Each  Guarantor  shall be regarded,  and shall be in the same
position, as principal debtor with respect to the Guaranteed Obligations.

      Section 2.2 Limitation of Guaranty. Any term or provision of this Guaranty
or  any  other  Loan  Document  to the  contrary  notwithstanding,  the  maximum
aggregate  amount for which any Subsidiary  Guarantor shall be liable  hereunder
shall not exceed the maximum amount for which such  Subsidiary  Guarantor can be
liable without rendering this Guaranty or any other Loan Document, as it relates
to such Subsidiary Guarantor, subject to avoidance under applicable Requirements
of Law relating to fraudulent  conveyance or fraudulent  transfer (including the
Uniform  Fraudulent  Conveyance  Act,  the Uniform  Fraudulent  Transfer Act and
Section 548 of Title 11 of the United States Code or any  applicable  provisions
of comparable  Requirements of Law) (collectively,  "Fraudulent Transfer Laws").
Any analysis of the  provisions  of this  Guaranty  for  purposes of  Fraudulent
Transfer Laws shall take into account the right of  contribution  established in
Section 2.3 and, for purposes of such analysis,  give effect to any discharge of
intercompany debt as a result of any payment made under the Guaranty.

      Section  2.3  Contribution.  To the extent that any  Subsidiary  Guarantor
shall be  required  hereunder  to pay any portion of any  Guaranteed  Obligation
exceeding  the  greater  of (a) the  amount  of the  economic  benefit  actually
received by such Subsidiary  Guarantor from the Loans and other  Obligations and
(b) the amount  such  Subsidiary  Guarantor  would  otherwise  have paid if such
Subsidiary Guarantor had paid the aggregate amount of the Guaranteed Obligations
(excluding the amount thereof repaid by the Borrower) in the same  proportion as
such  Subsidiary  Guarantor's  net  worth  on the  date  enforcement  is  sought
hereunder  bears to the aggregate net worth of all the Subsidiary  Guarantors on
such date,  then such  Guarantor  shall be reimbursed  by such other  Subsidiary
Guarantors for the amount of such excess,  pro rata, based on the respective net
worth of such other Subsidiary Guarantors on such date.

      Section 2.4  Authorization;  Other  Agreements.  The  Secured  Parties are
hereby  authorized,  without  notice to or demand upon any Guarantor and without
discharging or otherwise  affecting the  obligations of any Guarantor  hereunder
and without incurring any liability hereunder,  from time to time, to do each of
the following:

            (a)  (i)  modify,  amend,   supplement  or  otherwise  change,  (ii)
accelerate  or otherwise  change the time of payment or (iii) waive or otherwise
consent to noncompliance  with, any Guaranteed  Obligation or any Loan Document,
in each case in accordance with the terms of the Credit  Agreement and the other
Loan Documents;

            (b) apply to the Guaranteed Obligations any sums by whomever paid or
however  realized to any Guaranteed  Obligation in such order as provided in the
Loan Documents;

            (c) refund at any time any payment  received by any Secured Party in
respect of any Guaranteed Obligation;


                                       5


            (d) (i)  Sell,  exchange,  enforce,  waive,  substitute,  liquidate,
terminate, release, abandon, fail to perfect,  subordinate,  accept, substitute,
surrender, exchange, affect, impair or otherwise alter or release any Collateral
for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii)
receive,   take  and  hold  additional   Collateral  to  secure  any  Guaranteed
Obligation,  (iii) add, release or substitute any one or more other  Guarantors,
makers or endorsers of any  Guaranteed  Obligation  or any part thereof and (iv)
otherwise deal in any manner with the Borrower and any other Guarantor, maker or
endorser of any Guaranteed Obligation or any part thereof; and

            (e) settle, release, compromise,  collect or otherwise liquidate the
Guaranteed Obligations.

      Section 2.5 Guaranty  Absolute and  Unconditional.  To the maximum  extent
permitted by Requirements of Law, each Guarantor hereby waives and agrees not to
assert any defense,  whether  arising in connection with or in respect of any of
the following or otherwise,  and hereby agrees that its  obligations  under this
Guaranty are irrevocable, absolute and unconditional and shall not be discharged
as a result of or otherwise  affected by any of the following  (which may not be
pleaded  and  evidence of which may not be  introduced  in any  proceeding  with
respect to this Guaranty,  in each case except as otherwise agreed in writing by
the Agents):

            (a) the  invalidity  or  unenforceability  of any  obligation of the
Borrower or any other  Guarantor  under any Loan Document or any other agreement
or instrument  relating  thereto  (including  any  amendment,  consent or waiver
thereto),  or any security for, or other guaranty of, any Guaranteed  Obligation
or any part  thereof,  or the lack of  perfection  or  continuing  perfection or
failure of priority of any security for the  Guaranteed  Obligations or any part
thereof;

            (b) the  absence  of (i)  any  attempt  to  collect  any  Guaranteed
Obligation or any part thereof from the Borrower or any other Guarantor or other
action to enforce  the same or (ii) any action to enforce  any Loan  Document or
any Lien thereunder;

            (c) the  failure  by any  Person  to take any steps to  perfect  and
maintain any Lien on, or to preserve any rights with respect to, any Collateral;

            (d) any workout, insolvency, bankruptcy proceeding,  reorganization,
arrangement,  liquidation or  dissolution by or against the Borrower,  any other
Guarantor  or  any of  the  Borrower's  other  Subsidiaries  or  any  procedure,
agreement,   order,  stipulation,   election,  action  or  omission  thereunder,
including any discharge or disallowance  of, or bar or stay against  collecting,
any  Guaranteed  Obligation  (or any interest  thereon) in or as a result of any
such proceeding;

            (e) any  foreclosure,  whether or not through judicial sale, and any
other Sale of any  Collateral  or any election  following  the  occurrence of an
Event  of  Default  by any  Secured  Party to  proceed  separately  against  any
Collateral in accordance  with such Secured  Party's rights under any applicable
Requirement of Law; or

            (f)  any  other   defense,   setoff,   counterclaim   or  any  other
circumstance that might otherwise  constitute a legal or equitable  discharge of
the Borrower,  any other Guarantor or any of such Borrower's other Subsidiaries,
in each case other than the payment in full of the Guaranteed Obligations.


                                       6


      Section 2.6 Waivers. Each Guarantor hereby unconditionally and irrevocably
waives,  to the maximum extent  permitted by Requirements of Law, and agrees not
to assert  any  claim,  defense,  setoff  or  counterclaim  based on  diligence,
promptness,  presentment,  requirements  for  any  demand  or  notice  hereunder
including any of the following:  (a) any demand for payment or  performance  and
protest  and  notice  of  protest,  (b)  any  notice  of  acceptance,   (c)  any
presentment, demand, protest or further notice or other requirements of any kind
with  respect to any  Guaranteed  Obligation  (including  any accrued but unpaid
interest thereon) becoming  immediately due and payable and (d) any other notice
in respect of any  Guaranteed  Obligation or any part  thereof,  and any defense
arising by reason of any  disability  or other  defense of the  Borrower  or any
other Guarantor.  Each Guarantor further  unconditionally and irrevocably agrees
not to (x) enforce or otherwise  exercise any right of  subrogation or any right
of  reimbursement  or  contribution or similar right against the Borrower or any
other  Guarantor by reason of any Loan  Document or any payment made  thereunder
prior to the  payment in full of the  Guaranteed  Obligations  or (y) assert any
claim, defense,  setoff or counterclaim it may have against any other Loan Party
or set off any of its  obligations to such other Loan Party against  obligations
of such Loan Party to such Guarantor.  No obligation of any Guarantor  hereunder
shall be discharged other than by complete performance.

      Section 2.7 Reliance.  Each Guarantor  hereby assumes  responsibility  for
keeping itself informed of the financial  condition of the Borrower,  each other
Guarantor  and  any  other  guarantor,  maker  or  endorser  of  any  Guaranteed
Obligation or any part thereof, and of all other circumstances  bearing upon the
risk of  nonpayment  of any  Guaranteed  Obligation  or any  part  thereof  that
diligent inquiry would reveal,  and each Guarantor hereby agrees that no Secured
Party shall have any duty to advise any  Guarantor  of  information  known to it
regarding  such  condition or any such  circumstances.  In the event any Secured
Party,  in its sole  discretion,  undertakes at any time or from time to time to
provide any such information to any Guarantor, such Secured Party shall be under
no  obligation  to (a)  undertake  any  investigation  not a part of its regular
business routine, (b) disclose any information that such Secured Party, pursuant
to accepted or reasonable  commercial  finance or banking  practices,  wishes to
maintain  confidential or (c) make any future disclosures of such information or
any other information to any Guarantor.

                                  ARTICLE III

                           GRANT OF SECURITY INTEREST

      Section 3.1  Collateral.  For the purposes of this  Agreement,  all of the
following  property now owned or at any time hereafter  acquired by a Grantor or
in which a Grantor  now has or at any time in the future may  acquire any right,
title or interests is collectively referred to as the "Collateral":

            (a) all accounts,  chattel paper,  deposit  accounts,  documents (as
defined in the UCC),  equipment,  general intangibles,  instruments,  inventory,
investment  property and any supporting  obligations  related thereto (including
any Pledged Collateral);

            (b) the  commercial  tort claims  described on Schedule 1 and on any
supplement thereto received by the Collateral Agent pursuant to Section 5.9;

            (c) all books and records pertaining to the other property described
in this Section 3.1;


                                       7


            (d)  all  property  of  such  Grantor  held  by any  Secured  Party,
including all property of every description,  in the custody of or in transit to
such Secured Party for any purpose, including safekeeping, collection or pledge,
for the account of such  Grantor or as to which such  Grantor may have any right
or power, including but not limited to cash;

            (e) all other  goods  (including  but not limited to  fixtures)  and
personal  property of such Grantor,  whether tangible or intangible and wherever
located; and

            (f) to the  extent  not  otherwise  included,  all  proceeds  of the
foregoing;

            provided,  however, that "Collateral" shall not include any Excluded
Property; and provided, further, that if and when any property shall cease to be
Excluded Property, such property shall automatically be deemed at all times from
and after the date such  property  ceases to be Excluded  Property to constitute
Collateral.

      Section 3.2 Grant of Security  Interest in  Collateral.  Each Grantor,  as
collateral security for the prompt and complete payment and performance when due
(whether at stated  maturity,  by  acceleration or otherwise) of the Obligations
(the "Secured Obligations"),  hereby mortgages,  pledges and hypothecates to the
Collateral  Agent,  for the  benefit of the Secured  Parties,  and grants to the
Collateral  Agent, for the benefit of the Secured Parties a Lien on and security
interest  in,  all of its  right,  title  and  interest  in,  to and  under  the
Collateral of such Grantor.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            To induce the Lenders,  the L/C Issuers and the Agents to enter into
the Loan Documents, each Grantor represents and warrants to each of them and the
other Secured  Parties each of the following  after giving effect to the Verizon
TRS Acquisition and the consummation of the Hands on Merger on the Closing Date:

      Section  4.1 Title;  No Other  Liens.  Except for the Lien  granted to the
Collateral  Agent pursuant to this Agreement and other  Permitted  Liens (except
for those Permitted  Liens not permitted to exist on any  Collateral)  under any
Loan  Document  (including  Section  4.2),  such  Grantor  owns each item of the
Collateral free and clear of any and all Liens or claims of others. Such Grantor
(a) is the record and beneficial owner of the Collateral pledged by it hereunder
constituting  instruments or certificates  and (b) has rights in or the power to
transfer  each  other  item of  Collateral  in  which a Lien  is  granted  by it
hereunder, free and clear of any other Lien, other than Permitted Liens.

      Section  4.2  Perfection  and  Priority.  The  security  interest  granted
pursuant to this Agreement constitutes a valid and continuing perfected security
interest  in favor of the  Collateral  Agent,  for the  benefit  of the  Secured
Parties,  in all  Collateral  subject,  for  the  following  Collateral,  to the
occurrence of the following  filings and other  actions:  (i) in the case of all
Collateral  in which a security  interest may be perfected by filing a financing
statement  under the UCC,  the proper and timely  completion  of the filings and
other  actions  specified  on Schedule 2 (which,  in the case of all filings and
other  documents  referred  to on such  schedule,  have  been  delivered  to the
Collateral  Agent in completed  and duly  authorized  form) and to the filing of
continuation  statements as provided under  applicable law, (ii) with respect to
any deposit account,  the


                                       8


execution  of  Control   Agreements,   (iii)  in  the  case  of  all  Registered
Intellectual  Property for which UCC filings are  insufficient,  all appropriate
filings having been made with the Applicable IP Office (it being understood that
additional  filings may be required to perfect the Collateral  Agent's  security
interest in any Registered  Intellectual Property acquired by such Grantor after
the date hereof, subject to the qualifications set forth in Section 5.7(e), (iv)
in the case of  letter-of-credit  rights that are not supporting  obligations of
Collateral,  the execution of a Contractual  Obligation  granting control to the
Collateral  Agent  over  such  letter-of-credit  rights,  (v)  in  the  case  of
electronic chattel paper, the completion of all steps necessary to grant control
to the Collateral Agent over such electronic  chattel paper and (vi) in the case
of Vehicles,  the actions required under Section 5.1(e).  Such security interest
shall be prior to all other Liens on the Collateral  except for Permitted  Liens
upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments
and Pledged Investment Property, the delivery thereof to the Collateral Agent of
such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment
Property  consisting  of  instruments  and  certificates,  in each case properly
endorsed for transfer to the Collateral  Agent or in blank,  (ii) in the case of
all Pledged  Investment  Property not in certificated  form held in a securities
account,  the execution of Control  Agreements  with respect to such  investment
property and (iii) in the case of all other  instruments  and  tangible  chattel
paper that are not Pledged  Certificated  Stock,  Pledged  Debt  Instruments  or
Pledged  Investment  Property,  the delivery  thereof to the Collateral Agent of
such instruments and tangible chattel paper. Except as set forth in this Section
4.2, all actions by each  Grantor  necessary or desirable to protect and perfect
the Lien granted hereunder on the Collateral have been duly taken.

            Section 4.3  Jurisdiction of Organization;  Chief Executive  Office.
Such Grantor's (a)  jurisdiction of  organization or formation,  (b) exact legal
name (as it appears in such Grantor's Constituent Documents), (c) organizational
identification  number,  if any,  issued by the  jurisdiction of organization or
formation, (d) type of organization, (e) Federal Taxpayer Identification Number,
(f) other jurisdictions in which it is qualified to do business, (g) location of
its  chief  executive  office  or  sole  place  of  business,  (h)  legal  name,
jurisdiction of organization or formation,  location of chief executive  office,
identity or organizational  structure (including by merger or consolidation with
any other  Person) if  different  than  otherwise  provided in this  Section 4.3
within the prior five (5)-year  period,  and (i) assets  acquired from any other
Person (other than  Inventory and Equipment in the ordinary  course from persons
in the business of selling such goods),  in each case as of the date hereof,  is
specified on Schedule 3.

      Section 4.4  Locations of Inventory,  Equipment and Books and Records.  On
the date hereof, such Grantor's inventory and equipment (other than inventory or
equipment in transit in the ordinary course of business or Collateral  having an
aggregate  value of less than  $100,000)  and books and records  concerning  the
Collateral are kept at the locations listed on Schedule 4.

      Section 4.5 Pledged Collateral.

            (a) As of the Closing Date the Pledged Stock pledged by such Grantor
hereunder  (i) is listed on Schedule 5 and  constitutes  that  percentage of the
issued and outstanding equity of all classes of each issuer thereof as set forth
on Schedule 5, (ii) has been duly  authorized,  validly issued and is fully paid
and nonassessable  (other than Pledged Stock in limited liability  companies and
partnerships),  and (iii) constitutes the legal, valid and binding obligation of
the obligor with respect  thereto,  enforceable  in  accordance  with its terms,
except as may be limited by applicable bankruptcy,  insolvency,  reorganization,
moratorium or other similar laws  affecting  creditors'  rights  generally or by
general equitable principles relating to enforceability.


                                       9


            (b) As of the  Closing  Date,  all  Pledged  Collateral  (other than
Pledged  Uncertificated Stock) and all Pledged Investment Property consisting of
instruments  and  certificates  has been  delivered to the  Collateral  Agent in
accordance with Section 5.3(a).

            (c) Upon the  occurrence  and during the  continuance of an Event of
Default, the Collateral Agent shall be entitled to exercise all of the rights of
the  Grantor  granting  the  security  interest  in  any  Pledged  Stock,  and a
transferee  or assignee  of such  Pledged  Stock  shall  become a holder of such
Pledged  Stock to the same extent as such Grantor and,  subject to the governing
documents of such issuer,  and applicable law, be entitled to participate in the
management  of the  issuer  of such  Pledged  Stock to the same  extent  as such
Grantor and,  upon the  transfer of the entire  interest of such  Grantor,  such
Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

      Section 4.6 Instruments and Tangible Chattel Paper Formerly  Accounts.  No
amount  payable  to such  Grantor  under or in  connection  with any  account is
evidenced  by any  instrument  or  tangible  chattel  paper  that  has not  been
delivered to the Collateral Agent, properly endorsed for transfer, to the extent
delivery is required by Section 5.6(a).

      Section 4.7 Intellectual Property. As of the Closing Date, Schedule 6 sets
forth a true and  complete  list of the  following  Intellectual  Property  such
Grantor  owns,  licenses  or  otherwise  has the  right to use:  (i)  Registered
Intellectual   Property,   (ii)  Internet   Domain  Names  and  (iii)   Material
Intellectual Property and material Software,  separately  identifying that owned
and licensed to such Grantor and including  for each of the foregoing  items (1)
the owner, (2) the title, (3) as applicable, the jurisdiction in which such item
has been registered or otherwise  arises or in which a patent  application or an
application for registration  has been filed and is pending,  (4) as applicable,
the patent,  registration  or application  number and issuance,  registration or
application  date and (5) any IP Licenses  granted by the Grantor  with  respect
thereto.

      Section 4.8 Commercial Tort Claims. The only commercial tort claims of any
Grantor existing on the date hereof (regardless of whether the amount, defendant
or other  material  facts can be  determined  and  regardless  of  whether  such
commercial  tort claim has been asserted,  threatened or has otherwise been made
known to the obligee  thereof or whether  litigation has been commenced for such
claims)  are those  listed on  Schedule  1, which  sets  forth such  information
separately for each Grantor.

      Section 4.9 Specific Collateral.  Except as disclosed from time to time to
the  Collateral  Agent,  none of the Collateral is or is proceeds or products of
farm products,  as-extracted  collateral,  health-care-insurance  receivables or
timber to be cut.

      Section 4.10 Promissory Notes and Debt Securities. As of the Closing Date,
Schedule 7 hereto sets forth for each Grantor a list of all promissory notes and
debt  securities  payable  or due to such  Grantor  by or from any other  Person
(including any other Grantor) that will not be repaid on the Closing Date.

      Section 4.11 Governmental Licenses.  Schedule 8 hereto sets forth for each
Grantor a description  of each material  license from a  Governmental  Authority
which is, as of the date  hereof,  necessary  to the conduct of the  business of
such Grantor as conducted on the date hereof.

      Section 4.12 Motor Vehicles.  Schedule 9 sets forth a list of each Vehicle
owned by such Grantor as of the Closing Date.


                                       10


      Section 4.13  Representations and Warranties of the Credit Agreement.  The
representations  and warranties as to such Grantor and its Subsidiaries  made by
the  Borrower  in  Article IV  (Representations  and  Warranties)  of the Credit
Agreement are true and correct,  (a) if such date is the Closing Date, on and as
of such date or, to the extent such  representations  and  warranties  expressly
relate to an earlier date, on and as of such earlier date and (b) otherwise,  in
all material respects  (provided,  that if any  representation or warranty is by
its terms qualified by concepts of  materiality,  such  representation  shall be
true and correct in all  respects) on and as of such date or, to the extent such
representations and warranties expressly relate to an earlier date, on and as of
such earlier date.

                                   ARTICLE V

                                    COVENANTS

            Each Grantor agrees with the Collateral  Agent to the following,  as
long as any Obligation (other than contingent indemnification  obligations as to
which no claim has been asserted) or Commitment remains outstanding and, in each
case, unless the Required Lenders otherwise consent in writing:

      Section  5.1   Maintenance  of  Perfected   Security   Interest;   Further
Documentation and Consents.

            (a)  Generally.  Such  Grantor  shall  (i)  not  use or  permit  any
Collateral  to be used  unlawfully  or in violation of any provision of any Loan
Document,  any  Requirement  of Law or any  policy  of  insurance  covering  the
Collateral  and (ii) not enter into any  Contractual  Obligation or  undertaking
restricting the right or ability of such Grantor or the Collateral Agent to Sell
any  Collateral or which would cause any  Collateral to become after the Closing
Date  Excluded  Property  set forth in clause  (ii) of the  definition  thereof,
except in the ordinary  course of business and in connection  with  transactions
permitted by the Credit  Agreement  or as may  otherwise  be  authorized  by the
Agents.

            (b) Such Grantor  shall  maintain the security  interest  created by
this  Agreement as a perfected  security  interest  having at least the priority
described,  and  subject to the  limitations  set forth in Section 4.2 and shall
defend such security  interest and such priority  against the claims and demands
of all Persons.

            (c) Pursuant to Section 6.1(e) of the Credit Agreement,  at the time
of delivery of annual financial  statements with respect to the preceding Fiscal
Year  (starting  with the Fiscal  Year ending  December  31,  2008)  pursuant to
Section 6.1(c) of the Credit Agreement, the Borrower shall deliver to the Agents
a certificate  executed by a Responsible Officer containing updated Schedules 3,
4, 5,  6, 7, 8 and 9 to any  matter  hereafter  arising  that,  if  existing  or
occurring at the Closing Date as of the end of the  immediately  preceding month
ending at least ten (10)  Business  Days  prior to the date of such  certificate
setting  forth  would have been  required to be set forth or  described  in such
Schedules;  provided that no such  supplement to any such Schedule  shall amend,
supplement or otherwise  modify any Loan Document or be or be deemed a waiver of
any Default or Event of Default  resulting  from the matters  disclosed  therein
(each such certificate a "Collateral Update Certificate").

            (d) At any time and from time to time,  upon the written  request of
an Agent and subject to the  limitations  set forth in Section 4.2, such Grantor
shall,  for the purpose of


                                       11


obtaining or preserving  the full  benefits of this  Agreement and of the rights
and powers herein granted,  (i) promptly and duly execute and deliver,  and have
recorded,  such further  documents,  including an  authorization to file (or, as
applicable,  the filing) of any financing  statement or amendment  under the UCC
(or  other  filings  under  similar  Requirements  of  Law)  in  effect  in  any
jurisdiction  with respect to the security interest created hereby and (ii) take
such further action as an Agent may reasonably request, including (A) so long as
any Event of Default exists, using its commercially reasonable efforts to secure
all approvals  necessary or appropriate for the assignment to or for the benefit
of the Collateral Agent of any Contractual Obligation, including any IP License,
held by such Grantor and to enforce the security interests granted hereunder and
(B)  executing and  delivering  any Control  Agreements  with respect to deposit
accounts and  securities  accounts to the extent  required under Section 7.11 of
the Credit Agreement.

            (e)  If,  at any  time,  the  aggregate  fair  market  value  of the
Collateral  consisting of Vehicles  (other than Vehicles  constituting  Excluded
Property) exceeds $500,000,  the applicable  Grantors shall, if requested by the
Collateral  Agent arrange for the  Collateral  Agent's first  priority  security
interest to be noted on the  certificate of title of each such Vehicle and shall
file any other necessary  documentation in each jurisdiction that the Collateral
Agent shall reasonably deem necessary to perfect its security  interests in such
Vehicle.

            (f) Such  Grantor  shall  comply  with the  requirements  of Section
7.10(e) of the Credit Agreement providing for delivery to Agents of a landlord's
agreement or bailee letter,  as applicable,  from the lessors of leased property
or bailees with respect to warehouse,  processor or converter  facility or other
locations where Collateral is stored or located.

            (g) Notwithstanding  anything to the contrary in this Agreement, the
Agents  may,  without the  consent of any  Secured  Party,  not require the Loan
Parties to perfect any security  interest  granted to the Collateral Agent as to
which the Agents have  determined in their sole  discretion  that the collateral
value thereof is insufficient to justify the difficulty,  time and/or expense of
obtaining a perfected security interest therein.

      Section 5.2 Changes in Locations,  Name,  Etc.  Except upon 15 days' prior
written notice to the Agents (or such shorter period as Agents may agree to) and
delivery to the Agents of all  documents  reasonably  requested by the Agents to
maintain  the  validity,  perfection  and  priority  of the  security  interests
provided for herein, no Grantor shall do any of the following:

            (i) permit any inventory or equipment to be kept at a location other
      than those  listed on  Schedule  4, or as to which the Loan  Parties  have
      complied with Section 5.1(f), except for inventory or equipment in transit
      in the ordinary course of business;

            (ii) change its  jurisdiction  of  organization or its location (for
      purposes of the UCC),  in each case from that  referred to in Section 4.3;
      or

            (iii) change its legal name or organizational identification number,
      if any, or corporation,  limited liability  company,  partnership or other
      organizational  structure to such an extent that any  financing  statement
      filed in connection with this Agreement would become misleading.

      Section 5.3 Pledged Collateral.  (a) Delivery of Pledged Collateral.  Such
Grantor shall (i) deliver to the Collateral Agent, in suitable form for transfer
and in form and substance  satisfactory to the Collateral Agent, (A) all Pledged
Certificated Stock, (B) all Pledged Debt


                                       12


Instruments in excess of $50,000 in the aggregate,  and (C) all certificates and
instruments  evidencing Pledged Investment  Property in excess of $50,000 in the
aggregate and (ii) maintain all other Pledged  Investment  Property in excess of
$50,000 in the aggregate in a Controlled  Securities Account;  provided that, so
long  as no  Event  of  Default  shall  have  occurred  and be  continuing,  the
Collateral Agent shall,  promptly upon request of such Grantor, make appropriate
arrangements  for making any Pledged  Debt  Instruments  pledged by such Grantor
available to such Grantor for purposes of prosecution, collection or renewal.

            (b) Event of Default. During the continuance of an Event of Default,
the  Collateral  Agent shall have the right,  at any time in its  discretion and
without notice to the Grantor,  to (i) transfer to or to register in its name or
in the name of its nominees  any Pledged  Collateral  or any Pledged  Investment
Property  and (ii)  exchange  any  certificate  or  instrument  representing  or
evidencing  any  Pledged  Collateral  or any  Pledged  Investment  Property  for
certificates or instruments of smaller or larger denominations.

            (c) Cash Distributions with respect to Pledged Collateral. Except as
provided  in Article  VI,  such  Grantor  shall be  entitled to receive all cash
distributions paid in respect of the Pledged Collateral.

            (d) Voting  Rights.  Except as provided in Article VI, such  Grantor
shall be entitled to exercise all voting,  consent and  corporate,  partnership,
limited  liability  company  and  similar  rights  with  respect to the  Pledged
Collateral;  provided,  however,  that no vote shall be cast,  consent  given or
right  exercised  or other  action  taken by such  Grantor that would impair the
Collateral  that would be  inconsistent  with or result in any  violation of any
provision of any Loan Document.

      Section 5.4 Accounts.

            (a) Such Grantor  shall not,  other than in the  ordinary  course of
business or in a transaction permitted under the Credit Agreement, (i) grant any
extension of the time of payment of any account,  (ii)  compromise or settle any
account  for  less  than the full  amount  thereof,  (iii)  release,  wholly  or
partially,  any Person  liable for the  payment of any  account,  (iv) allow any
credit or discount on any account or (v) amend, supplement or modify any account
in any manner that could materially adversely affect the value thereof.

            (b) If any Event of  Default  has  occurred  and is  continuing  the
Agents  shall have the right to make test  verifications  of the Accounts in any
manner and through any medium that it reasonably considers  advisable,  and such
Grantor shall furnish all such  assistance  and  information  as the  Collateral
Agent may reasonably  require in connection  therewith.  If any Event of Default
has  occurred and is  continuing,  upon the  Collateral  Agent's  request,  such
Grantor shall cause independent public accountants or others satisfactory to the
Agents to furnish to the Agents reports showing reconciliations,  aging and test
verifications of, and trial balances for, the accounts.

      Section 5.5 Commodity Contracts. Such Grantor shall not have any commodity
contract other than with a Person reasonably  acceptable to the Collateral Agent
and subject to a Control Agreement.

      Section 5.6 Delivery of Instruments and Tangible Chattel Paper and Control
of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper.


                                       13


            (a)  If  any  amount  in  excess  of  $50,000  payable  under  or in
connection  with  any  Collateral  owned  by such  Grantor  shall  be or  become
evidenced by an instrument or tangible  chattel paper other than such instrument
delivered  in  accordance  with  Section  5.3(a)  and in the  possession  of the
Collateral  Agent,  such Grantor  shall mark all such  instruments  and tangible
chattel  paper with the  following  legend:  "This  writing and the  obligations
evidenced  or secured  hereby are  subject to the  security  interest  of Ableco
Finance LLC, as Collateral  Agent" and, at the request of the Collateral  Agent,
shall  promptly  deliver  such  instrument  or  tangible  chattel  paper  to the
Collateral  Agent,  duly  indorsed in a manner  satisfactory  to the  Collateral
Agent.

            (b) Except  pursuant  to the Second Lien Loan  Documents  and to the
extent  permitted  under the  Credit  Agreement,  such  Grantor  shall not grant
"control"  (within the meaning of such term under Article 9-106 of the UCC) over
any investment property to any Person other than the Collateral Agent.

            (c) If such  Grantor is or becomes  the  beneficiary  of a letter of
credit  in  excess  of  $50,000  that  is  not a  supporting  obligation  of any
Collateral, such Grantor shall promptly, and in any event within 5 Business Days
after  becoming a beneficiary,  notify the  Collateral  Agent thereof and, if so
requested by the Collateral Agent, use commercially  reasonable efforts to enter
into a Contractual  Obligation  with the  Collateral  Agent,  the issuer of such
letter of credit or any  nominated  person with respect to the  letter-of-credit
rights under such letter of credit.  Such  Contractual  Obligation  shall assign
such  letter-of-credit  rights to the Collateral Agent and such assignment shall
be  sufficient to grant control for the purposes of Section 9-107 of the UCC (or
any similar section under any equivalent UCC). Such Contractual Obligation shall
also  permit  the  Collateral  Agent,   after  the  occurrence  and  during  the
continuance  of an Event of  Default,  to direct all  payments  thereunder  to a
Security Cash Collateral Account.  The provisions of the Contractual  Obligation
shall be in form and substance reasonably satisfactory to the Collateral Agent.

            (d)  If  any  amount  in  excess  of  $50,000  payable  under  or in
connection  with  any  Collateral  owned  by such  Grantor  shall  be or  become
evidenced  by  electronic  chattel  paper,  such  Grantor  shall  take all steps
necessary to grant the Collateral  Agent control of all such electronic  chattel
paper for the purposes of Section 9-105 of the UCC (or any similar section under
any  equivalent  UCC) and all  "transferable  records" as defined in each of the
Uniform Electronic  Transactions Act and the Electronic Signatures in Global and
National Commerce Act.

      Section 5.7 Intellectual Property.

            (a)  Within 60 days  after  such  Grantor  acquires  any  Registered
Intellectual   Property,   such  Grantor  shall  provide  the  Collateral  Agent
notification  thereof and the  short-form  intellectual  property  agreements as
described  in this Section 5.7 and other  documents  that the  Collateral  Agent
reasonably requests with respect thereto.

            (b) Such  Grantor  shall  (and  shall  use  commercially  reasonable
efforts to cause all its  licensees  to) (i) (1) continue to use each  Trademark
included  in the  Material  Intellectual  Property  in  order to  maintain  such
Trademark in full force and effect with respect to each class of goods for which
such  Trademark  is  currently  used,  free  from any claim of  abandonment  for
non-use,  (2)  maintain at least the same  standards  of quality of products and
services offered under Trademarks included in the Material Intellectual Property
as are  maintained  as of the date hereof,  (3) use  Trademarks  included in the
Material  Intellectual  Property with the appropriate notice of registration and
all other notices and legends  required by


                                       14


applicable Requirements of Law, (4) not adopt or use any other Trademark that is
confusingly  similar or a colorable  imitation of any Trademark  included in the
Material  Intellectual  Property  unless the  Collateral  Agent  shall  obtain a
perfected  security interest in such other Trademark pursuant to, and subject to
the terms and conditions of, this Agreement  (including  without  limitation any
applicable  qualifications set forth in Sections 4.2 and 5.7(e)) and (ii) not do
any act or omit to do any act whereby (w) any Trademark included in the Material
Intellectual   Property  (or  any  goodwill  associated  therewith)  may  become
destroyed,  invalidated,  tarnished  or  abandoned  in any way,  (x) any  Patent
included in the Material Intellectual  Property may become forfeited,  abandoned
or dedicated to the public,  (y) any portion of the  Copyrights  included in the
Material  Intellectual  Property may become  invalidated or fall into the public
domain or (z) any Trade  Secret that is included  in the  Material  Intellectual
Property may become publicly available or otherwise  unprotectable,  unless with
respect  to (i)  and  (ii)  such  action  may  be  otherwise  authorized  by the
Collateral Agent in writing.

            (c) Such Grantor shall notify the Agents promptly if it knows or has
reason to know that any  application  or  registration  relating to any Material
Intellectual  Property  may become  forfeited,  abandoned  or  dedicated  to the
public, or of any adverse determination or development regarding the validity or
enforceability of or such Grantor's  ownership of, interest in, or right to use,
register or maintain any such  Material  Intellectual  Property  (including  the
institution  of, or any such  determination  or  development  in, any proceeding
relating to the  foregoing  in any  Applicable  IP Office,  other than,  for the
avoidance  of  doubt,  office  actions  that  arise in the  ordinary  course  of
prosecution  of any  pending  applications  for  patenting  or  registering  any
Material  Intellectual  Property).  Such  Grantor  shall  take all  commercially
reasonable actions that are necessary or reasonably  requested by the Collateral
Agent to maintain and  prosecute  each  application  (and to obtain the relevant
registration or recordation)  and to maintain each  registration and recordation
included in the  Material  Intellectual  Property,  except as may  otherwise  be
authorized by the Agents in writing.

            (d) Such  Grantor  shall  not  knowingly  infringe,  misappropriate,
dilute or violate the  Intellectual  Property of any other Person.  In the event
that  any  Material  Intellectual  Property  of  such  Grantor  is or  has  been
infringed,  misappropriated,  violated or diluted by a third party, such Grantor
shall  take  such  action  as  it  reasonably   deems   appropriate   under  the
circumstances  in  response  thereto,   including  promptly  bringing  suit  and
recovering all damages therefor.

            (e) Such Grantor shall execute and deliver to the  Collateral  Agent
in  form  and  substance  reasonably  acceptable  to the  Collateral  Agent  the
short-form intellectual property security agreements in the form attached hereto
as Annex 3, and such other  documents  suitable for filing in the  Applicable IP
Office  as  may be  reasonably  requested  by  the  Collateral  Agent,  for  all
Registered  Intellectual Property acquired by such Grantor after the date hereof
in which a security interest may be perfected under applicable law.

      Section 5.8 Notices.  Such  Grantor  shall  promptly  notify the Agents in
writing of its acquisition of any material interest hereafter in property (other
than Intellectual  Property) that is of a type where a security interest or lien
must be or may be registered,  recorded or filed under,  or notice thereof given
under, any federal statute or regulation.

      Section 5.9 Notice of Commercial Tort Claims. Such Grantor agrees that, if
it shall  acquire any  interest in any  commercial  tort claim with an aggregate
value in excess  of  $50,000  (whether  from  another  Person  or  because  such
commercial tort claim shall have come into


                                       15


existence),  (i) such Grantor shall, promptly upon such acquisition,  deliver to
the Collateral Agent, in each case in form and substance reasonably satisfactory
to the Collateral Agent, a notice of the existence and nature of such commercial
tort claim and a supplement to Schedule 1 containing a specific  description  of
such commercial tort claim, (ii) Section 3.1 shall apply to such commercial tort
claim and (iii) such Grantor shall execute and deliver to the Collateral  Agent,
in each case in form and substance  reasonably  satisfactory  to the  Collateral
Agent, any document,  and take all other action,  deemed by the Collateral Agent
to be reasonably  necessary for the Collateral Agent to obtain, on behalf of the
Lenders, a perfected security interest having at least the priority set forth in
Section 4.2 in all such  commercial  tort claims.  Any  supplement to Schedule 1
delivered  pursuant to this Section 5.9 shall,  after the receipt thereof by the
Collateral  Agent,  become part of Schedule 1 for all purposes  hereunder  other
than in respect of representations and warranties made prior to the date of such
receipt.

      Section 5.10  Compliance  with Credit  Agreement.  Such Grantor  agrees to
comply with all covenants and other provisions applicable to it under the Credit
Agreement,  including Sections 2.17 (Taxes),  11.3 (Costs and Expenses) and 11.4
(Indemnities)  of the  Credit  Agreement  and agrees to the same  submission  to
jurisdiction as that agreed to by the Borrower in the Credit Agreement.

                                   ARTICLE VI

                               REMEDIAL PROVISIONS

      Section 6.1 Code and Other Remedies.

            (a) UCC Remedies.  During the existence and  continuance of an Event
of Default,  the Collateral Agent may exercise,  in addition to all other rights
and remedies  granted to it in this  Agreement  and in any other  instrument  or
agreement securing, evidencing or relating to any Secured Obligation, all rights
and remedies of a secured party under the UCC or any other applicable law.

            (b)  Disposition of Collateral.  Without  limiting the generality of
the foregoing,  the Collateral Agent may, without demand of performance or other
demand,  presentment,  protest,  advertisement or notice of any kind (except any
notice  required  by law  referred to below) to or upon any Grantor or any other
Person (all and each of which demands, defenses,  advertisements and notices are
hereby waived to the maximum extent  permitted by Requirements  of Law),  during
the existence and continuance of any Event of Default (personally or through its
agents or  attorneys),  (i) enter  upon the  premises  where any  Collateral  is
located, without any obligation to pay rent, through self-help, without judicial
process,  without first  obtaining a final judgment or giving any Grantor or any
other Person notice or opportunity for a hearing on the Collateral Agent's claim
or action,  (ii) collect,  receive,  appropriate and realize upon any Collateral
and (iii) Sell,  grant option or options to purchase and deliver any  Collateral
(enter into Contractual Obligations to do any of the foregoing),  in one or more
parcels at public or private sale or sales,  at any exchange,  broker's board or
office of any Secured  Party or elsewhere  upon such terms and  conditions as it
may deem advisable and at such prices as it may deem best, for cash or on credit
or for future  delivery  without  assumption of any credit risk.  The Collateral
Agent  shall  have the right,  upon any such  public  sale or sales and,  to the
extent permitted by the UCC and other  applicable  Requirements of Law, upon any
such private sale, to purchase the whole or any part of the  Collateral so sold,
free of any right or equity of redemption of any


                                       16


Grantor,  which  right or equity is hereby  waived  and  released  to the extent
permitted by Requirements of Law.

            (c) Management of the Collateral. Each Grantor further agrees, that,
during  the  existence  and  continuance  of any  Event of  Default,  (i) at the
Collateral  Agent's  request,  it  shall  assemble  the  Collateral  and make it
available  to the  Collateral  Agent at places that the  Collateral  Agent shall
reasonably select, whether at such Grantor's premises or elsewhere, (ii) without
limiting the foregoing,  the Collateral Agent also has the right to require that
each  Grantor  store  and keep any  Collateral  pending  further  action  by the
Collateral  Agent and, while any such Collateral is so stored or kept, take such
actions as shall be  necessary  to protect the same and to preserve and maintain
such Collateral in good condition,  (iii) until the Collateral  Agent is able to
Sell any  Collateral,  the Collateral  Agent shall have the right to hold or use
such  Collateral  to the extent  that it deems  appropriate  for the  purpose of
preserving  the  Collateral  or  its  value  or for  any  other  purpose  deemed
appropriate by the Collateral  Agent and (iv) the Collateral Agent may, if it so
elects,  seek the  appointment of a receiver or keeper to take possession of any
Collateral  and to  enforce  any of the  Collateral  Agent's  remedies  (for the
benefit of the Secured Parties),  with respect to such appointment without prior
notice or hearing as to such  appointment.  The Collateral  Agent shall not have
any  obligation to any Grantor to maintain or preserve the rights of any Grantor
as against third parties with respect to any Collateral while such Collateral is
in the possession of the Collateral Agent.

            (d)  Application of Proceeds.  The Collateral  Agent shall apply the
cash  proceeds of any action  taken by it pursuant to this  Section  6.1,  after
deducting all reasonable costs and expenses of every kind incurred in connection
therewith or incidental to the care or  safekeeping  of any Collateral or in any
way relating to the  Collateral  or the rights of the  Collateral  Agent and any
other  Secured  Party  hereunder,   including  reasonable  attorneys'  fees  and
disbursements, to the payment in whole or in part of the Secured Obligations, as
set forth in the Credit Agreement, and only after such application and after the
payment by the Collateral  Agent of any other amount required by any Requirement
of Law,  need the  Collateral  Agent  account  for the  surplus,  if any, to any
Grantor.

            (e) Direct  Obligation.  Neither the Collateral  Agent nor any other
Secured  Party shall be required to make any demand  upon,  or pursue or exhaust
any right or remedy  against,  any  Grantor,  any other  Loan Party or any other
Person with  respect to the payment of the  Obligations  or to pursue or exhaust
any right or remedy  with  respect to any  Collateral  therefor or any direct or
indirect  guaranty  thereof.  All of the rights and  remedies of the  Collateral
Agent and any other Secured Party under any Loan Document  shall be  cumulative,
may be exercised  individually  or  concurrently  and not exclusive of any other
rights or  remedies  provided  by any  Requirement  of Law. To the extent it may
lawfully do so, each Grantor  absolutely and irrevocably waives and relinquishes
the benefit and advantage of, and covenants not to assert against the Collateral
Agent or any Lender, any valuation, stay, appraisement, extension, redemption or
similar laws and any and all rights or defenses it may have as a surety,  now or
hereafter existing, arising out of the exercise by them of any rights hereunder.
If any notice of a proposed sale or other disposition of any Collateral shall be
required by law, such notice shall be deemed  reasonable  and proper if given at
least 10 days before such sale or other disposition.

            (f)   Commercially   Reasonable.   To  the  extent  that  applicable
Requirements of Law impose duties on the Collateral  Agent to exercise  remedies
in a commercially  reasonable manner, each Grantor  acknowledges and agrees that
it is not  commercially  unreasonable  for the


                                       17


Collateral  Agent to do any of the following after the occurrence and during the
continuance of an Event of Default:

            (i) fail to incur significant  costs,  expenses or other Liabilities
      reasonably  deemed  as  such  by  the  Collateral  Agent  to  prepare  any
      Collateral  for  disposition or otherwise to complete raw material or work
      in process into finished goods or other finished products for disposition;

            (ii) fail to obtain Permits,  or other  consents,  for access to any
      Collateral to Sell or for the collection or Sale of any Collateral, or, if
      not required by other Requirements of Law, fail to obtain Permits or other
      consents for the collection or disposition of any Collateral;

            (iii) fail to exercise  remedies  against  account  debtors or other
      Persons  obligated on any  Collateral or to remove Liens on any Collateral
      or to remove any adverse claims against any Collateral;

            (iv) advertise  dispositions of any Collateral through  publications
      or media of general  circulation,  whether or not such  Collateral is of a
      specialized nature or to contact other Persons, whether or not in the same
      business as any Grantor, for expressions of interest in acquiring any such
      Collateral;

            (v) exercise  collection  remedies against account debtors and other
      Persons  obligated  on any  Collateral,  directly  or  through  the use of
      collection  agencies  or other  collection  specialists,  hire one or more
      professional  auctioneers to assist in the  disposition of any Collateral,
      whether  or not such  Collateral  is of a  specialized  nature  or, to the
      extent deemed appropriate by the Collateral Agent,  obtain the services of
      other brokers, investment bankers,  consultants and other professionals to
      assist  the  Collateral  Agent in the  collection  or  disposition  of any
      Collateral,  or utilize  Internet  sites that  provide  for the auction of
      assets of the types included in the Collateral or that have the reasonable
      capacity  of doing so,  or that  match  buyers  and  sellers  of assets to
      dispose of any Collateral;

            (vi) dispose of assets in wholesale rather than retail markets;

            (vii) disclaim disposition warranties,  such as title, possession or
      quiet enjoyment; or

            (viii)  purchase  insurance  or credit  enhancements  to insure  the
      Collateral  Agent against risks of loss,  collection or disposition of any
      Collateral or to provide to the Collateral Agent a guaranteed  return from
      the collection or disposition of any Collateral.

Each Grantor  acknowledges  that the purpose of this Section 6.1 is to provide a
non-exhaustive  list of actions or omissions  that are  commercially  reasonable
when  exercising  remedies  against  any  Collateral  and that other  actions or
omissions by the Secured Parties shall not be deemed  commercially  unreasonable
solely on account of not being indicated in this Section 6.1. Without limitation
upon the foregoing,  nothing contained in this Section 6.1 shall be construed to
grant any rights to any Grantor or to impose any duties on the Collateral  Agent
that would not have been granted or imposed by this  Agreement or by  applicable
Requirements of Law in the absence of this Section 6.1.


                                       18


            (g) IP Licenses. For the purpose of enabling the Collateral Agent to
exercise  rights and remedies under this Section 6.1 (including in order to take
possession of, collect, receive, assemble, process, appropriate, remove, realize
upon, Sell or grant options to purchase any Collateral)  upon the occurrence and
during the continuance of an Event of Default, each Grantor hereby grants to the
Collateral  Agent, for the benefit of the Secured  Parties,  (i) an irrevocable,
nonexclusive, worldwide license (exercisable without payment of royalty or other
compensation  to such Grantor,  but  exercisable  only upon the  occurrence  and
during the  continuance  of an Event of Default),  including in such license the
right to  sublicense,  use and practice any  Intellectual  Property now owned or
hereafter  acquired by such  Grantor and access to all media in which any of the
licensed  items may be recorded or stored and to all Software and programs  used
for the compilation or printout thereof and (ii) an irrevocable license (without
payment of rent or other  compensation to such Grantor),  exercisable  only upon
the  occurrences  and during the  continuance  of an Event of  Default,  to use,
operate and occupy all Real  Property  owned,  operated,  leased,  subleased  or
otherwise occupied by such Grantor.

      Section 6.2 Accounts and Payments in Respect of General Intangibles.

            (a) In  addition  to,  and  not in  substitution  for,  any  similar
requirement in the Credit Agreement,  if required by the Collateral Agent at any
time during the existence and continuance of an Event of Default, any payment of
accounts or payment in respect of general  intangibles,  when  collected  by any
Grantor, shall be promptly (and, in any event, within 5 Business Days) deposited
by such Grantor in the exact form received, duly indorsed by such Grantor to the
Collateral Agent, in a Security Cash Collateral  Account,  subject to withdrawal
by the Collateral  Agent as provided in Section 6.4. Until so turned over,  such
payment  shall  be held by such  Grantor  in  trust  for the  Collateral  Agent,
segregated  from other funds of such  Grantor.  Each such deposit of proceeds of
accounts and payments in respect of general  intangibles shall be accompanied by
a report  identifying in reasonable detail the nature and source of the payments
included in the deposit.

            (b) At any time during the existence and  continuance of an Event of
Default:

            (i) each Grantor shall, upon the Collateral Agent's request, deliver
      to the Collateral Agent all original and other documents  evidencing,  and
      relating to, the Contractual  Obligations and transactions  that gave rise
      to any account or any payment in respect of general intangibles, including
      all original  orders,  invoices and shipping  receipts and notify  account
      debtors that the accounts or general  intangibles  have been  collaterally
      assigned to the  Collateral  Agent and that  payments  in respect  thereof
      shall be made directly to the Collateral Agent;

            (ii) the Collateral  Agent may,  without notice,  at any time during
      the  continuance of an Event of Default,  limit or terminate the authority
      of a Grantor  to  collect  its  accounts  or  amounts  due  under  general
      intangibles  or any thereof and, in its own name or in the name of others,
      communicate  with  account  debtors to verify with them to the  Collateral
      Agent's  satisfaction  the  existence,  amount and terms of any account or
      amounts due under any general  intangible.  In  addition,  the  Collateral
      Agent  may at any time  during  the  continuance  of an  Event of  Default
      enforce such Grantor's rights against such account debtors and obligors of
      general intangibles; and


                                       19


            (iii) each Grantor shall take all actions, deliver all documents and
      provide  all  information   necessary  or  reasonably   requested  by  the
      Collateral Agent to ensure any Internet Domain Name is registered.

            (c) Anything  herein to the contrary  notwithstanding,  each Grantor
shall  remain  liable  under each account and each payment in respect of general
intangibles  to observe and perform all the  conditions  and  obligations  to be
observed and performed by it thereunder, all in accordance with the terms of any
agreement  giving rise thereto.  No Secured  Party shall have any  obligation or
liability under any agreement  giving rise to an account or a payment in respect
of a general  intangible by reason of or arising out of any Loan Document or the
receipt by any Secured  Party of any  payment  relating  thereto,  nor shall any
Secured  Party be  obligated  in any manner to  perform  any  obligation  of any
Grantor  under or  pursuant  to any  agreement  giving  rise to an  account or a
payment in respect of a general  intangible,  to make any  payment,  to make any
inquiry as to the nature or the sufficiency of any payment  received by it or as
to the  sufficiency of any  performance by any party  thereunder,  to present or
file any claim,  to take any action to enforce any performance or to collect the
payment of any amounts  that may have been  assigned to it or to which it may be
entitled at any time or times.

      Section 6.3 Pledged Collateral.

            (a) Voting Rights.  During the existence and continuance of an Event
of  Default,  upon notice by the  Collateral  Agent to the  relevant  Grantor or
Grantors,  the  Collateral  Agent or its  nominee may  exercise  (A) any voting,
consent,  corporate and other right pertaining to the Pledged  Collateral at any
meeting  of  shareholders,  partners  or  members,  as the case  may be,  of the
relevant issuer or issuers of Pledged  Collateral or otherwise and (B) any right
of  conversion,  exchange and  subscription  and any other  right,  privilege or
option  pertaining to the Pledged  Collateral  as if it were the absolute  owner
thereof  (including  the  right  to  exchange  at  its  discretion  any  Pledged
Collateral  upon  the  merger,  amalgamation,   consolidation,   reorganization,
recapitalization  or other  fundamental  change in the  corporate or  equivalent
structure of any issuer of Pledged  Stock,  the right to deposit and deliver any
Pledged Collateral with any committee,  depositary, transfer agent, registrar or
other  designated  agency upon such terms and conditions as the Collateral Agent
may determine),  all without  liability except to account for property  actually
received by it; provided,  however, that the Collateral Agent shall have no duty
to any Grantor to exercise any such right,  privilege or option and shall not be
responsible for any failure to do so or delay in so doing.

            (b) Proxies. In order to permit the Collateral Agent to exercise the
voting and other consensual  rights that it may be entitled to exercise pursuant
hereto and to  receive  all  dividends  and other  distributions  that it may be
entitled to receive  hereunder,  (i) each  Grantor  shall  promptly  execute and
deliver (or cause to be executed and delivered) to the Collateral Agent all such
proxies,  dividend payment orders and other  instruments as the Collateral Agent
may from time to time  reasonably  request (upon the  occurrence  and during the
continuance  of an Event of Default)  and (ii)  without  limiting  the effect of
clause  (i)  above,  such  Grantor  hereby  grants  to the  Collateral  Agent an
irrevocable  proxy  to vote  all or any part of the  Pledged  Collateral  and to
exercise all other rights, powers,  privileges and remedies to which a holder of
the  Pledged  Collateral  would be  entitled  (including  giving or  withholding
written  consents of  shareholders,  partners  or  members,  as the case may be,
calling special meetings of shareholders,  partners or members,  as the case may
be, and voting at such meetings), which proxy shall be effective,  automatically
and without the necessity of any action  (including  any transfer of any Pledged
Collateral  on the  record  books of the  issuer  thereof)  by any other  person
(including  the  issuer  of


                                       20


such Pledged  Collateral or any officer or agent  thereof)  during the existence
and continuance of an Event of Default and which proxy shall only terminate upon
the  payment  in  full  of  the  Secured   Obligations  (other  than  contingent
indemnification obligations as to which no claim has been asserted).

            (c)   Authorization  of  Issuers.   Each  Grantor  hereby  expressly
irrevocably authorizes and instructs, without any further instructions from such
Grantor, each issuer of any Pledged Collateral pledged hereunder by such Grantor
to (i) comply with any instruction  received by it from the Collateral  Agent in
writing  that states that an Event of Default  exists and is  continuing  and is
otherwise in accordance with the terms of this Agreement and each Grantor agrees
that such issuer shall be fully protected from Liabilities to such Grantor in so
complying and (ii) upon the occurrence and during the continuance of an Event of
Default,  pay any dividend or make any other payment with respect to the Pledged
Collateral directly to the Collateral Agent.

      Section 6.4  Proceeds to be Turned Over to and Held by  Collateral  Agent.
Unless otherwise  expressly  provided in the Credit Agreement or this Agreement,
upon the  occurrence  and during the  continuance  of an Event of  Default,  all
proceeds of any  Collateral  received by any Grantor  hereunder  in cash or Cash
Equivalents  shall be held by such Grantor in trust for the Collateral Agent and
the other Secured  Parties,  segregated  from other funds of such  Grantor,  and
shall,  promptly upon receipt by any Grantor,  be turned over to the  Collateral
Agent in the exact form  received  (with any  necessary  endorsement).  All such
proceeds of Collateral and any other proceeds of any Collateral  received by the
Collateral  Agent in cash or Cash  Equivalents  shall be held by the  Collateral
Agent in a Security  Cash  Collateral  Account.  All proceeds  being held by the
Collateral  Agent in a Security Cash  Collateral  Account (or by such Grantor in
trust for the Collateral Agent) shall continue to be held as collateral security
for the Secured  Obligations  and shall not  constitute  payment  thereof  until
applied as provided in the Credit Agreement.

      Section 6.5 Private Sales.

            (a) Each Grantor  recognizes that the Collateral Agent may be unable
to  effect  a  public  sale of any  Pledged  Collateral  by  reason  of  certain
prohibitions  contained in the Securities  Act and  applicable  state or foreign
securities   laws  or  otherwise  or  may  determine   that  a  public  sale  is
impracticable,  not desirable or not commercially  reasonable and,  accordingly,
may  resort  to one or more  private  sales  thereof  to a  restricted  group of
purchasers that shall be obliged to agree,  among other things,  to acquire such
securities  for  their own  account  for  investment  and not with a view to the
distribution or resale thereof.  Each Grantor  acknowledges  and agrees that any
such  private sale may result in prices and other terms less  favorable  than if
such sale were a public sale and,  notwithstanding  such  circumstances,  agrees
that any such private  sale shall be deemed to have been made in a  commercially
reasonable  manner. The Collateral Agent shall be under no obligation to delay a
sale of any Pledged  Collateral  for the period of time  necessary to permit the
issuer thereof to register such  securities for public sale under the Securities
Act or under applicable state securities laws even if such issuer would agree to
do so.

            (b) Each Grantor agrees to use its best efforts to do or cause to be
done all such other acts as may be  necessary  to make such sale or sales of any
portion of the Pledged Collateral pursuant to this Section 6.5 valid and binding
and in compliance with all applicable  Requirements of Law. Each Grantor further
agrees that a breach of any  covenant  contained  in this Section 6.5 will cause
irreparable  injury to the Collateral Agent and other Secured Parties,  that the
Collateral Agent and the other Secured Parties have no adequate remedy at law in
respect of such  breach  and,  as a  consequence,  that each and every  covenant
contained in this  Section 6.5


                                       21


shall be specifically  enforceable against such Grantor, and such Grantor hereby
waives  and  agrees not to assert  any  defense  against an action for  specific
performance of such covenants  except for a defense that no Event of Default has
occurred under the Credit Agreement.

      Section  6.6  Deficiency.   Each  Grantor  shall  remain  liable  for  any
deficiency if the proceeds of any sale or other  disposition  of any  Collateral
are insufficient to pay the Secured  Obligations and the fees and  disbursements
of any attorney  employed by the Collateral  Agent or any other Secured Party to
collect such deficiency.

                                  ARTICLE VII

                              THE COLLATERAL AGENT

      Section 7.1 Collateral Agent's Appointment as Attorney-in-Fact.

            (a) Each Grantor  hereby  irrevocably  constitutes  and appoints the
Collateral   Agent  and  any  Related  Person   thereof,   with  full  power  of
substitution,  as its true and  lawful  attorney-in-fact  with full  irrevocable
power and  authority  in the place and stead of such  Grantor and in the name of
such  Grantor or in its own name,  for the purpose of carrying  out the terms of
the Loan Documents,  to take any appropriate  action and to execute any document
or instrument  that may be necessary or desirable to accomplish  the purposes of
the Loan Documents  following the  occurrence  and during the  continuance of an
Event of Default,  and, without  limiting the generality of the foregoing,  each
Grantor hereby gives the Collateral  Agent and its Related Persons the power and
right,  on behalf of such Grantor,  without notice to or assent by such Grantor,
to do any of the following when an Event of Default exists and is continuing (as
at any time with respect to clause (ii) below):

            (i) in the name of such Grantor, in its own name or otherwise,  take
      possession of and indorse and collect any check,  draft, note,  acceptance
      or other  instrument  for the  payment of moneys due under any  account or
      general  intangible or with respect to any other  Collateral  and file any
      claim or take any other action or proceeding in any court of law or equity
      or otherwise deemed appropriate by the Collateral Agent for the purpose of
      collecting any such moneys due under any account or general  intangible or
      with respect to any other Collateral whenever payable;

            (ii) in the case of any  Intellectual  Property  that is part of the
      Collateral,  execute,  deliver and have  recorded  any  document  that the
      Collateral Agent may request to evidence,  effect, publicize or record the
      Collateral Agent's security interest in such Intellectual Property and the
      goodwill  and general  intangibles  of such  Grantor  relating  thereto or
      represented thereby;

            (iii)  pay or  discharge  taxes  and  Liens  levied  or placed on or
      threatened against any Collateral,  effect any repair or pay any insurance
      called for by the terms of the Credit Agreement (including all or any part
      of the premiums therefor and the costs thereof);

            (iv) execute,  in  connection  with any sale provided for in Section
      6.1 or Section  6.5,  any  document to effect or  otherwise  necessary  or
      appropriate in relation to evidence the Sale of any Collateral; or


                                       22


            (v) (A) direct any party liable for any payment under any Collateral
      to make payment of any moneys due or to become due thereunder  directly to
      the Collateral Agent or as the Collateral  Agent shall direct,  (B) ask or
      demand  for,  and collect and  receive  payment of and  receipt  for,  any
      moneys,  claims  and other  amounts  due or to  become  due at any time in
      respect of or arising  out of any  Collateral,  (C) sign and  indorse  any
      invoice,  freight or express  bill,  bill of lading,  storage or warehouse
      receipt, draft against debtors, assignment, verification, notice and other
      document in connection with any Collateral, (D) commence and prosecute any
      suit,  action or  proceeding at law or in equity in any court of competent
      jurisdiction  to collect any  Collateral and to enforce any other right in
      respect of any  Collateral,  (E) defend any actions,  suits,  proceedings,
      audits, claims,  demands,  orders or disputes brought against such Grantor
      with respect to any Collateral,  (F) settle, compromise or adjust any such
      actions, suits,  proceedings,  audits, claims, demands, orders or disputes
      and, in  connection  therewith,  give such  discharges  or releases as the
      Collateral  Agent  may  deem  appropriate,   (G)  assign,  to  the  extent
      permissible,  any  Intellectual  Property  owned by the Grantors or any IP
      Licenses of the Grantors throughout the world on such terms and conditions
      and in such manner as the  Collateral  Agent shall in its sole  discretion
      determine, including the execution and filing of any document necessary to
      effectuate or record such assignment and (H) generally, Sell, grant a Lien
      on, make any  Contractual  Obligation  with respect to and otherwise  deal
      with,  any  Collateral as fully and  completely  as though the  Collateral
      Agent were the  absolute  owner  thereof for all  purposes  and do, at the
      Collateral  Agent's option, at any time or from time to time, all acts and
      things that the Collateral  Agent deems necessary to protect,  preserve or
      realize upon any Collateral and the Secured  Parties'  security  interests
      therein and to effect the intent of the Loan  Documents,  all as fully and
      effectively as such Grantor might do.

            (b) If any Grantor  fails to perform or comply with any  Contractual
Obligation  contained herein,  the Collateral Agent, at its option,  but without
any obligation so to do, may perform or comply,  or otherwise cause  performance
or compliance, with such Contractual Obligation.

            (c) The expenses of the Collateral Agent incurred in connection with
actions  undertaken  as provided in this Section  7.1,  together  with  interest
thereon at a rate set forth in Section 2.9  (Interest) of the Credit  Agreement,
from the date of payment by the Collateral  Agent to the date  reimbursed by the
relevant  Grantor,  shall be payable by such Grantor to the Collateral  Agent on
demand.

            (d) Each  Grantor  hereby  ratifies  all that said  attorneys  shall
lawfully  do or cause to be done by  virtue of this  Section  7.1.  All  powers,
authorizations  and  agencies  contained in this  Agreement  are coupled with an
interest and are irrevocable until this Agreement is terminated and the security
interests created hereby are released.

      Section 7.2  Authorization  to File  Financing  Statements.  Each  Grantor
authorizes the Collateral  Agent and its Related  Persons,  at any time and from
time to time, to file or record financing  statements,  amendments thereto,  and
other  filing  or  recording  documents  or  instruments  with  respect  to  any
Collateral in such form and in such offices as the Collateral  Agent  reasonably
determines appropriate to perfect the security interests of the Collateral Agent
under this Agreement,  and such financing statements and amendments may describe
the Collateral  covered thereby as "all assets of the debtor". A photographic or
other  reproduction  of  this  Agreement  shall  be  sufficient  as a  financing
statement  or other  filing or recording  document or  instrument  for


                                       23


filing or recording in any  jurisdiction.  Such Grantor also hereby ratifies its
authorization  for the  Collateral  Agent to have  filed any  initial  financing
statement or amendment  thereto  under the UCC (or other similar laws) in effect
in any jurisdiction if filed prior to the date hereof.

      Section 7.3 Authority of Collateral Agent. Each Grantor  acknowledges that
the rights and  responsibilities  of the  Collateral  Agent under this Agreement
with  respect to any action  taken by the  Collateral  Agent or the  exercise or
non-exercise  by the  Collateral  Agent of any option,  voting  right,  request,
judgment or other right or remedy  provided  for herein or  resulting or arising
out of this  Agreement  shall,  as between  the  Collateral  Agent and the other
Secured  Parties,  be  governed  by  the  Credit  Agreement  and by  such  other
agreements  with respect thereto as may exist from time to time among them, but,
as between the Collateral Agent and the Grantors,  the Collateral Agent shall be
conclusively  presumed to be acting as agent for the Secured  Parties  with full
and valid  authority so to act or refrain from acting,  and no Grantor  shall be
under  any  obligation  or  entitlement  to make  any  inquiry  respecting  such
authority.

      Section 7.4 Duty; Obligations and Liabilities.

            (a) Duty of Collateral Agent. The Collateral  Agent's sole duty with
respect to the custody,  safekeeping and physical preservation of the Collateral
in its possession  shall be to deal with it in the same manner as the Collateral
Agent deals with similar  property for its own account.  The powers conferred on
the  Collateral  Agent  hereunder are solely to protect the  Collateral  Agent's
interest  in the  Collateral  and shall not impose any duty upon the  Collateral
Agent to exercise any such powers.  The  Collateral  Agent shall be  accountable
only for amounts  that it receives as a result of the  exercise of such  powers,
and  neither  it nor any of its  Related  Persons  shall be  responsible  to any
Grantor  for any act or  failure  to act  hereunder,  except for their own gross
negligence or willful  misconduct as finally  determined by a court of competent
jurisdiction.  In  addition,  the  Collateral  Agent  shall  not  be  liable  or
responsible for any loss or damage to any  Collateral,  or for any diminution in
the  value  thereof,  by  reason  of the act or  omission  of any  warehousemen,
carrier,  forwarding  agency,  consignee or other bailee if such Person has been
selected by the Collateral Agent in good faith.

            (b)  Obligations  and  Liabilities  with respect to  Collateral.  No
Secured  Party and no Related  Person  thereof  shall be liable  for  failure to
demand,  collect or realize upon any  Collateral or for any delay in doing so or
shall be under any  obligation  to sell or otherwise  dispose of any  Collateral
upon the request of any Grantor or any other  Person or to take any other action
whatsoever with regard to any Collateral. The powers conferred on the Collateral
Agent  hereunder  shall not  impose  any duty upon any  other  Secured  Party to
exercise any such powers.  The other Secured  Parties shall be accountable  only
for  amounts  that they  actually  receive as a result of the  exercise  of such
powers,  and  neither  they nor any of  their  respective  officers,  directors,
employees or agents shall be  responsible  to any Grantor for any act or failure
to act hereunder, except for their own gross negligence or willful misconduct as
finally determined by a court of competent jurisdiction.

                                  ARTICLE VIII

                                  MISCELLANEOUS

      Section 8.1  Reinstatement.  Each Grantor agrees that, if any payment made
by any Loan Party or other Person and applied to the Secured  Obligations  is at
any time annulled,  avoided, set aside, rescinded,  invalidated,  declared to be
fraudulent or preferential or otherwise


                                       24


required  to be  refunded  or repaid,  or the  proceeds  of any  Collateral  are
required to be returned  by any  Secured  Party to such Loan Party,  its estate,
trustee,  receiver  or  any  other  party,  including  any  Grantor,  under  any
bankruptcy  law, state or federal law, common law or equitable  cause,  then, to
the extent of such payment or repayment,  any Lien or other Collateral  securing
such liability shall be and remain in full force and effect, as fully as if such
payment had never been made. If, prior to any of the foregoing,  (a) any Lien or
other  Collateral  securing such Grantor's  liability  hereunder shall have been
released or  terminated  by virtue of the  foregoing or (b) any provision of the
Guaranty  hereunder shall have been terminated,  cancelled or surrendered,  such
Lien, other Collateral or provision shall be reinstated in full force and effect
and such  prior  release,  termination,  cancellation  or  surrender  shall  not
diminish,  release, discharge, impair or otherwise affect the obligations of any
such Grantor in respect of any Lien or other Collateral securing such obligation
or the amount of such payment.

      Section 8.2 Release of Collateral.

            (a) At the  time  provided  in  clause  (b)(iii)  of  Section  10.10
(Release of Collateral or  Guarantors) of the Credit  Agreement,  the Collateral
shall be  released  from the Lien  created  hereby  and this  Agreement  and all
obligations  (other than those expressly stated to survive such  termination) of
the Collateral  Agent and each Grantor  hereunder shall  terminate,  all without
delivery  of any  instrument  or  performance  of any act by any party,  and all
rights to the  Collateral  shall revert to the Grantors.  Each Grantor is hereby
authorized to file UCC amendments at such time evidencing the termination of the
Liens so released. At the request of any Grantor following any such termination,
the  Collateral  Agent  shall  deliver to such  Grantor any  Collateral  of such
Grantor held by the Collateral  Agent  hereunder and execute and deliver to such
Grantor such documents as such Grantor shall reasonably request to evidence such
termination.

            (b) If the Collateral Agent shall be directed or permitted  pursuant
to clause (i) or (ii) of Section 10.10(b) of the Credit Agreement to release any
Lien or any Collateral,  such Collateral shall be released from the Lien created
hereby to the extent provided under, and subject to the terms and conditions set
forth in, such clauses (i) and (ii). In  connection  therewith,  the  Collateral
Agent, at the request of any Grantor,  shall execute and deliver to such Grantor
such  documents  as such  Grantor  shall  reasonably  request to  evidence  such
release.

            (c) At the time provided in Section 10.10(a) of the Credit Agreement
and at the  request  of the  Borrower,  a  Grantor  shall be  released  from its
obligations hereunder in the event that all the Securities of such Grantor shall
be Sold to any  Person in a  transaction  permitted  by the Loan  Documents.  In
connection  therewith,  the Collateral Agent, upon receipt of reasonable advance
notice  from any  Grantor,  shall  execute and deliver  such  documents  as such
Grantor shall reasonably request to evidence such release.

      Section 8.3  Independent  Obligations.  The  obligations  of each  Grantor
hereunder are  independent of and separate from the Secured  Obligations and the
Guaranteed Obligations of each other Grantor. Upon the occurrence and during the
continuance  of any Event of  Default,  the  Collateral  Agent may,  at its sole
election,  proceed directly and at once, without notice, against any Grantor and
any Collateral to collect and recover the full amount of any Secured  Obligation
or Guaranteed  Obligation then due, without first  proceeding  against any other
Grantor,  any other Loan Party or any other Collateral and without first joining
any other Grantor or any other Loan Party in any proceeding.


                                       25


      Section 8.4 No Waiver by Course of Conduct.  No Secured Party shall by any
act (except by a written instrument pursuant to Section 8.6), delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy  hereunder or
to have  acquiesced in any Default or Event of Default.  No failure to exercise,
nor any delay in exercising,  on the part of any Secured Party, any right, power
or privilege  hereunder shall operate as a waiver thereof.  No single or partial
exercise of any right, power or privilege  hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
A waiver  by any  Secured  Party of any  right or  remedy  hereunder  on any one
occasion  shall  not be  construed  as a bar to any  right or  remedy  that such
Secured Party would otherwise have on any future occasion.

      Section 8.5 Amendments in Writing. None of the terms or provisions of this
Agreement may be waived,  amended,  supplemented or otherwise modified except in
accordance with Section 11.1 of the Credit Agreement;  provided,  however,  that
annexes to this Agreement may be supplemented (but no existing provisions may be
modified  and no  Collateral  may be released)  through  Pledge  Amendments  and
Joinder  Agreements,  in  substantially  the  form  of  Annex  1  and  Annex  2,
respectively,  in each  case  duly  executed  by the  Collateral  Agent and each
Grantor directly affected thereby.

      Section 8.6 Additional Grantors; Additional Pledged Collateral.

            (a)  Joinder  Agreements.  If, at the option of the  Borrower  or as
required  pursuant to Section 7.10 of the Credit  Agreement,  the Borrower shall
cause any Subsidiary that is not a Grantor to become a Grantor  hereunder,  such
Subsidiary shall execute and deliver to the Collateral Agent a joinder agreement
substantially  in the form of Annex 2 (each,  a "Joinder  Agreement")  and shall
thereafter for all purposes be a party hereto and have the same rights, benefits
and obligations as a Grantor party hereto on the Closing Date.

            (b) Pledge Amendments.  To the extent any Pledged Collateral has not
been  delivered  as of the Closing  Date,  such Grantor  shall  deliver a pledge
amendment  duly  executed  by the Grantor in  substantially  the form of Annex 1
(each, a "Pledge  Amendment").  Such Grantor  authorizes the Collateral Agent to
attach each Pledge Amendment to this Agreement.

      Section 8.7  Notices.  All  notices,  requests  and demands to or upon the
Collateral  Agent or any  Grantor  hereunder  shall be  effected  in the  manner
provided for in Section 11.11 of the Credit Agreement;  provided,  however, that
any such notice,  request or demand to or upon any Grantor shall be addressed to
the  Borrower's  notice  address set forth in such  Section  11.11 of the Credit
Agreement.

      Section 8.8 Successors and Assigns.  This Agreement  shall be binding upon
the  successors  and  assigns of each  Grantor and shall inure to the benefit of
each Secured Party and their successors and assigns; provided,  however, that no
Grantor may assign,  transfer or delegate any of its rights or obligations under
this Agreement without the prior written consent of the Collateral Agent.

      Section 8.9 Counterparts.  This Agreement may be executed in any number of
counterparts and by different  parties in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall  constitute one and the same  agreement.  Signature  pages may be
detached  from  multiple   separate   counterparts  and  attached  to  a  single
counterpart.  Delivery  of an  executed  signature  page  of this  Agreement  by


                                       26


facsimile  transmission or by Electronic  Transmission  shall be as effective as
delivery of a manually executed counterpart hereof.

      Section 8.10  Severability.  Any  provision of this  Agreement  being held
illegal,  invalid or unenforceable in any jurisdiction shall not affect any part
of such  provision  not  held  illegal,  invalid  or  unenforceable,  any  other
provision  of  this  Agreement  or any  part  of  such  provision  in any  other
jurisdiction.

      Section 8.11 Governing Law. This Agreement and the rights and  obligations
of the parties  hereto shall be governed by, and  construed and  interpreted  in
accordance with, the law of the State of New York.

      Section 8.12 Jurisdiction.

            (a) Submission to Jurisdiction.  Any legal action or proceeding with
respect  to any Loan  Document  may be brought in the courts of the State of New
York  located in the City of New York,  Borough of  Manhattan,  or of the United
States of America for the Southern  District of New York and, by  execution  and
delivery  of this  Agreement,  each  Grantor  hereby  accepts  for itself and in
respect of its property, generally and unconditionally,  the jurisdiction of the
aforesaid courts.  The parties hereto (and, to the extent set forth in any other
Loan Document,  each other Loan Party) hereby  irrevocably  waive any objection,
including  any objection to the laying of venue or based on the grounds of forum
non  conveniens,  that any of them may now or hereafter  have to the bringing of
any such action or proceeding in such jurisdictions.

            (b) Service of Process.  Each Grantor  (and, to the extent set forth
in any other Loan  Document,  each other Loan Party) hereby  irrevocably  waives
personal  service  of any and all  legal  process,  summons,  notices  and other
documents  and other service of process of any kind and consents to such service
in any suit,  action or proceeding  brought in the United States of America with
respect to or otherwise  arising out of or in connection  with any Loan Document
by any means  permitted  by  applicable  Requirements  of Law,  including by the
mailing  thereof (by  registered  or  certified  mail,  postage  prepaid) to the
address of the Borrower  specified in Section 11.11 of the Credit Agreement (and
shall be effective when such mailing shall be effective,  as provided  therein).
Each  Grantor  (and,  to the extent set forth in any other Loan  Document,  each
other Loan Party) agrees that a final  judgment in any such action or proceeding
shall be conclusive  and may be enforced in other  jurisdictions  by suit on the
judgment or in any other manner provided by law.

            (c)  Non-Exclusive  Jurisdiction.  Nothing contained in this Section
8.12  shall  affect  the right of the  Collateral  Agent or any  Lender to serve
process in any other  manner  permitted  by  applicable  Requirements  of Law or
commence legal proceedings or otherwise proceed against any Grantor in any other
jurisdiction.

      Section 8.13 WAIVER OF JURY TRIAL.  EACH PARTY HERETO  HEREBY  IRREVOCABLY
WAIVES  TRIAL BY JURY IN ANY SUIT,  ACTION OR  PROCEEDING  WITH  RESPECT  TO, OR
DIRECTLY OR  INDIRECTLY  ARISING OUT OF, UNDER OR IN CONNECTION  WITH,  ANY LOAN
DOCUMENT OR THE  TRANSACTIONS  CONTEMPLATED  THEREIN OR RELATED THERETO (WHETHER
FOUNDED IN CONTRACT,  TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO OTHER PARTY AND NO RELATED  PERSON OF ANY OTHER  PARTY HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT SUCH  OTHER  PARTY  WOULD  NOT,  IN THE EVENT OF
LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)  ACKNOWLEDGES  THAT IT
AND THE OTHER PARTIES


                                       27


HERETO HAVE BEEN INDUCED TO ENTER INTO THIS  AGREEMENT BY THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 8.13.

      Section 8.14 Subordination.

            (a) Each Grantor executing this Agreement  covenants and agrees that
the payment of all indebtedness,  principal,  interest (including interest which
accrues after the  commencement of any case or proceeding in bankruptcy,  or for
the reorganization of any Loan Party), fees, charges, expenses,  attorneys' fees
and any other sum,  obligation  or liability  owing by any other Grantor to such
Grantor,  including any intercompany trade payables or royalty or licensing fees
(collectively,  the "Intercompany Obligations"),  is subordinated, to the extent
and in the manner provided in this Section 8.14, to the prior payment in full of
all Secured Obligations (other than contingent indemnification obligations as to
which no claim has been asserted)  (herein,  the "Senior  Obligations") and that
the  subordination  is for the benefit of Collateral Agent and the other Secured
Parties, and Collateral Agent may enforce such provisions directly.

            (b) Each Grantor  executing  this  Agreement  hereby (i)  authorizes
Collateral  Agent to demand  specific  performance  of the terms of this Section
8.14,  whether  or not any other  Grantor  shall have  complied  with any of the
provisions  hereof  applicable  to it, at any time when such Grantor  shall have
failed to comply with any  provisions of this Section 8.14 which are  applicable
to  it  and  (ii)  irrevocably  waives  (to  the  maximum  extent  permitted  by
Requirements of Law) any defense based on the adequacy of a remedy at law, which
might be asserted as a bar to such remedy of specific performance.

            (c)  Upon  any  distribution  of  assets  of any  Loan  Party in any
dissolution,  winding up, liquidation or reorganization  (whether in bankruptcy,
insolvency or receivership  proceedings or upon an assignment for the benefit of
creditors or otherwise):

            (i)  Collateral  Agent  and other  Secured  Parties  shall  first be
      entitled  to receive  payment  in full in cash of the  Senior  Obligations
      before any  Grantor is  entitled  to receive any payment on account of the
      Intercompany Obligations.

            (ii) Any  payment or  distribution  of assets of any  Grantor of any
      kind or character,  whether in cash, property or securities,  to which any
      other Grantor would be entitled  except for the provisions of this Section
      8.14(c), shall be paid by the liquidating trustee or agent or other Person
      making such payment or distribution  directly to Collateral  Agent, to the
      extent necessary to make payment in full of all Senior  Obligations (other
      than contingent indemnification  obligations as to which no claim has been
      asserted)  remaining unpaid after giving effect to any concurrent  payment
      or distribution or provisions  therefore to Collateral Agent and the other
      Secured Parties.

            (iii) In the event that  notwithstanding the foregoing provisions of
      this Section 8.14(c), any payment or distribution of assets of any Grantor
      of any kind or character,  whether in cash, property or securities,  shall
      be  received  by  any  other  Grantor  on  account  of  the   Intercompany
      Obligations   before  all  Senior   Obligations   (other  than  contingent
      indemnification  obligations  as to which no claim has been  asserted) are
      paid in full, such payment or  distribution  shall be received and held in
      trust for and shall be paid over to Collateral  Agent for  application  to
      the   payment   of  the  Senior   Obligations   (other   than   contingent
      indemnification  obligations as to which no claim has been asserted) until
      all of the  Senior  Obligations  (other  than  contingent  indemnification
      obligations as to which no


                                       28


      claim has been asserted) shall have been paid in full, after giving effect
      to any  concurrent  payment or  distribution  or  provision  therefore  to
      Collateral Agent and other Secured Parties.

            (d) No right of Collateral  Agent and the other  Secured  Parties or
any other  present or future  holders of any Senior  Obligations  to enforce the
subordination  provisions  herein shall at any time in any way be  prejudiced or
impaired  by any act or failure to act on the part of any  Grantor or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
any Grantor with the terms hereof, regardless of any knowledge thereof which any
such holder may have or be otherwise charged with.

      Section  8.15 Hands On.  Upon the  effective  time of the Hands On Merger,
this  Agreement  will be duly executed and delivered by Hands On in its capacity
as  successor  to  Merger  Sub  as the  surviving  corporation  (the  "Surviving
Corporation")  of the Hands On Merger  upon the  effective  time of the Hands On
Merger,  and Hands On will  succeed  and  replace  Merger Sub as a party to this
Agreement. Each of the Schedules to this Agreement includes all such information
required  to be set  forth on such  Schedules  with  respect  to Hands On as the
Surviving Corporation after giving effect to the Hands On Merger.

                            [SIGNATURE PAGES FOLLOW]


                                       29


                                 SIGNATURE PAGE

            IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty
and Security  Agreement to be duly  executed and  delivered as of the date first
above written.

                                   GOAMERICA, INC., as Borrower

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   HOVRS ACQUISITION CORPORATION, as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   GOAMERICA RELAY SERVICES CORP., as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   GOAMERICA COMMUNICATIONS CORP., as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   WYND COMMUNICATIONS CORPORATION,
                                   as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer



                                   HOTPAPER.COM, INC., as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   OUTBACK RESOURCE GROUP, INC., as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   HOSLS ACQUISITION CORPORATION, as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer


                                       2


            IN WITNESS  WHEREOF,  the  undersigned  Grantor,  in its capacity as
successor to Merger Sub and the  Surviving  Corporation  of the Hands On Merger,
has caused this Guaranty and Security  Agreement to be executed and delivered by
its  duly  authorized  officer  as of the  date  first  set  forth  above at the
effective time of the Hands On Merger.

                                   HANDS ON VIDEO RELAY SERVICES INC., as
                                   Grantor

                                   By: /s/ Daniel R. Luis
                                       -----------------------------
                                   Name: Daniel R. Luis
                                   Title: Co-Chief Executive Officer


                                       3


ACCEPTED AND AGREED
as of the date first above written:

ABLECO FINANCE LLC, as Collateral Agent

By /s/ Daniel Wolf
   -----------------
   Name: Daniel Wolf
   Title: President


                                       4

EX-10.4

                                                                    Exhibit 10.4

                                                               EXECUTION VERSION
================================================================================


                   SECOND LIEN GUARANTY AND SECURITY AGREEMENT

                          Dated as of January 10, 2008

                                      among

                                GOAMERICA, INC.,
                                   as Borrower

                                       and

                   Each Grantor From Time to Time Party Hereto

                                       and

                         CLEARLAKE CAPITAL GROUP, L.P.,
                             as Administrative Agent

================================================================================



                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I DEFINED TERMS                                                        1

    Section 1.1  Definitions ..............................................    1
    Section 1.2  Certain Other Terms ......................................    4

ARTICLE II GUARANTY                                                            4

    Section 2.1  Guaranty .................................................    4
    Section 2.2  Limitation of Guaranty ...................................    5
    Section 2.3  Contribution .............................................    5
    Section 2.4  Authorization; Other Agreements ..........................    5
    Section 2.5  Guaranty Absolute and Unconditional ......................    6
    Section 2.6  Waivers ..................................................    7
    Section 2.7  Reliance .................................................    7

ARTICLE III GRANT OF SECURITY INTEREST                                         7

    Section 3.1  Collateral ...............................................    7
    Section 3.2  Grant of Security Interest in Collateral .................    8

ARTICLE IV REPRESENTATIONS AND WARRANTIES                                      8

    Section 4.1  Title; No Other Liens ....................................    8
    Section 4.2  Perfection and Priority ..................................    9
    Section 4.3  Jurisdiction of Organization; Chief Executive Office .....    9
    Section 4.4  Locations of Inventory, Equipment and Books and Records ..   10
    Section 4.5  Pledged Collateral .......................................   10
    Section 4.6  Instruments and Tangible Chattel Paper
                 Formerly Accounts ........................................   10
    Section 4.7  Intellectual Property ....................................   10
    Section 4.8  Commercial Tort Claims ...................................   10
    Section 4.9  Specific Collateral ......................................   11
    Section 4.10 Promissory Notes and Debt Securities .....................   11
    Section 4.11 Governmental Licenses ....................................   11
    Section 4.12 Motor Vehicles ...........................................   11
    Section 4.13 Representations and Warranties of the
                 Second Lien Credit Agreement .............................   11

ARTICLE V COVENANTS                                                           11

    Section 5.1  Maintenance of Perfected Security Interest;
                 Further Documentation and Consents .......................   11
    Section 5.2  Changes in Locations, Name, Etc ..........................   13
    Section 5.3  Pledged Collateral .......................................   13
    Section 5.4  Accounts .................................................   14
    Section 5.5  Commodity Contracts ......................................   14
    Section 5.6  Delivery of Instruments and Tangible Chattel
                 Paper and Control of Investment
                 Property, Letter-of-Credit Rights and
                 Electronic Chattel Paper .................................   14
    Section 5.7  Intellectual Property ....................................   15
    Section 5.8  Notices ..................................................   16
    Section 5.9  Notice of Commercial Tort Claims .........................   16
    Section 5.10 Compliance with Second Lien Credit Agreement .............   16


                                       i


                                TABLE OF CONTENTS
                                   (continued)
                                                                            Page

ARTICLE VI REMEDIAL PROVISIONS                                                17

    Section 6.1  Code and Other Remedies ..................................   17
    Section 6.2  Accounts and Payments in Respect of General Intangibles ..   20
    Section 6.3  Pledged Collateral .......................................   21
    Section 6.4  Proceeds to be Turned Over to and Held
                 by Administrative Agent ..................................   21
    Section 6.5  Private Sales ............................................   22
    Section 6.6  Deficiency ...............................................   22

ARTICLE VII THE ADMINISTRATIVE AGENT                                          23

    Section 7.1  Administrative Agent's Appointment as Attorney-in-Fact ...   23
    Section 7.2  Authorization to File Financing Statements ...............   24
    Section 7.3  Authority of Administrative Agent ........................   24
    Section 7.4  Duty; Obligations and Liabilities ........................   25

ARTICLE VIII MISCELLANEOUS                                                    25

    Section 8.1  Reinstatement ............................................   25
    Section 8.2  Release of Collateral ....................................   26
    Section 8.3  Independent Obligations ..................................   26
    Section 8.4  No Waiver by Course of Conduct ...........................   26
    Section 8.5  Amendments in Writing ....................................   27
    Section 8.6  Additional Grantors; Additional Pledged Collateral .......   27
    Section 8.7  Notices ..................................................   27
    Section 8.8  Successors and Assigns ...................................   27
    Section 8.9  Counterparts .............................................   27
    Section 8.10 Severability .............................................   27
    Section 8.11 Governing Law ............................................   28
    Section 8.12 Jurisdiction .............................................   28
    Section 8.13 WAIVER OF JURY TRIAL .....................................   28
    Section 8.14 Subordination ............................................   28
    Section 8.15 Hands On .................................................   30
    Section 8.16 Intercreditor Agreement ..................................   30


                                       ii


                                TABLE OF CONTENTS
                                   (continued)

ANNEXES AND SCHEDULES

     Annex 1        Form of Pledge Amendment
     Annex 2        Form of Joinder Agreement
     Annex 3        Form of Intellectual Property Security Agreement

     Schedule 1     Commercial Tort Claims
     Schedule 2     Filings
     Schedule 3     Jurisdiction of Organization; Chief Executive Office
     Schedule 4     Location of Inventory and Equipment
     Schedule 5     Pledged Collateral
     Schedule 6     Intellectual Property
     Schedule 7     Promissory Notes and Debt Securities
     Schedule 8     Governmental Licenses
     Schedule 9     Motor Vehicles



            SECOND LIEN GUARANTY AND SECURITY AGREEMENT, dated as of January 10,
2008, by GOAMERICA, INC., a Delaware corporation,  (the "Borrower"), and each of
the other entities  listed on the signature pages hereof or that becomes a party
hereto pursuant to Section 8.6 (together with the Borrower, the "Grantors"),  in
favor of CLEARLAKE  CAPITAL  GROUP,  L.P., a Delaware  limited  partnership,  as
Administrative  Agent  (in  such  capacity,  together  with its  successors  and
permitted assigns,  the  "Administrative  Agent") for the Lenders and each other
Secured Party (each as defined in the Second Lien Credit  Agreement  referred to
below).

                              W I T N E S S E T H:

            WHEREAS,  pursuant to the Second Lien Credit  Agreement  dated as of
January  10, 2008 (as the same may be  modified  from time to time,  the "Second
Lien Credit  Agreement") among the Borrower,  the  Administrative  Agent and the
Lenders from time to time party thereto,  the Lenders have  severally  agreed to
make  extensions  of credit to the  Borrower  upon the terms and  subject to the
conditions set forth therein;

            WHEREAS,  each  Grantor has agreed to guaranty the  Obligations  (as
defined in the Second Lien Credit Agreement);

            WHEREAS,  each Grantor will derive  substantial  direct and indirect
benefits from the making of the  extensions of credit to the Borrower  under the
Second Lien Credit Agreement; and

            WHEREAS,  it is a  condition  precedent  to  the  obligation  of the
Lenders to make their respective  extensions of credit to the Borrower under the
Second Lien Credit Agreement that the Grantors shall have executed and delivered
this Agreement to the Administrative Agent.

            NOW,  THEREFORE,  in consideration of the premises and to induce the
Lenders  and the  Administrative  Agent to enter  into the  Second  Lien  Credit
Agreement  and to induce  the  Lenders to make their  respective  extensions  of
credit  to  the  Borrower  thereunder,  each  Grantor  hereby  agrees  with  the
Administrative Agent as follows:

                                   ARTICLE I

                                  DEFINED TERMS

      Section 1.1 Definitions.

            (a) Capital terms used herein without definition are used as defined
in the Second Lien Credit Agreement.

            (b) The following  terms have the meanings  given to them in the UCC
and terms used herein  without  definition  that are defined in the UCC have the
meanings  given to them in the UCC (such  meanings to be equally  applicable  to
both the singular and plural forms of the terms  defined):  "account",  "account
debtor",  "as-extracted collateral",  "certificated security",  "chattel paper",
"commercial tort claim",  "commodity contract",  "deposit account",  "electronic
chattel paper", "equipment",  "farm products",  "fixture", "general intangible",
"goods",   "health-care-insurance   receivable",   "instruments",   "inventory",
"investment   property",   "letter-of-credit



right",  "proceeds",  "record",  "securities account",  "security",  "supporting
obligation" and "tangible chattel paper".

            (c) The following terms shall have the following meanings:

            "Agreement" means this Second Lien Guaranty and Security Agreement.

            "Applicable  IP Office" means the United States Patent and Trademark
Office,  the United  States  Copyright  Office or any  similar  office or agency
within or outside the United States.

            "Collateral" has the meaning specified in Section 3.1.

            "Collateral Update Certificate" has the meaning specified in Section
5.1(c).

            "Excluded  Equity"  means any  voting  stock in excess of 66% of the
outstanding voting stock of any Excluded Foreign Subsidiary. For the purposes of
this definition,  "voting stock" means,  with respect to any issuer,  the issued
and  outstanding  shares of each class of Stock of such issuer  entitled to vote
(within the meaning of Treasury Regulations ss. 1.956-2(c)(2)).

            "Excluded Property" means,  collectively,  (i) Excluded Equity, (ii)
any permit or license of, or any  Contractual  Obligation  entered  into by, any
Grantor (A) that  prohibits or requires the consent of any Person other than the
Borrower and its  Affiliates as a condition to the creation by such Grantor of a
Lien on any right,  title or interest  in such  permit,  license or  Contractual
Obligation or any Stock or Stock Equivalent related thereto or (B) to the extent
that any Requirement of Law applicable  thereto prohibits the creation of a Lien
thereon,  but only,  with  respect  to the  prohibition  in (A) and (B),  to the
extent,  and for as long as,  such  prohibition  is not  terminated  or rendered
unenforceable  or  otherwise  deemed   ineffective  by  the  UCC  or  any  other
Requirement of Law or required consent is not obtained (and immediately upon the
lapse, termination,  unenforceability or ineffectiveness of any such prohibition
or grant of such required  consent,  the Collateral shall include,  and Grantors
shall be deemed to have  automatically  granted a security interest in, all such
permits,  licenses,  Contractual  Obligations  or Stock or Stock  Equivalents no
longer subject to such prohibition or required consent),  (iii) fixed or capital
assets  owned by any  Grantor  that is  subject  to a  purchase  money Lien or a
Capital  Lease if the  Contractual  Obligation  pursuant  to which  such Lien is
granted (or in the  document  providing  for such  Capital  Lease)  prohibits or
requires the consent of any Person other than the Borrower and its Affiliates as
a condition  to the  creation of any other Lien on such  equipment  and (iv) any
U.S. "intent to use" Trademark applications for which a statement of use has not
been filed and accepted  (but only until such  statement of use is filed and has
been accepted);  provided,  however,  that "Excluded Property" shall not include
any proceeds,  products,  substitutions  or  replacements  of Excluded  Property
(unless such proceeds,  products,  substitutions or replacements would otherwise
constitute Excluded Property).

            "Guaranteed Obligations" has the meaning set forth in Section 2.1.

            "Guarantor" means each Grantor (other than the Borrower).

            "Guaranty" means the guaranty of the Guaranteed  Obligations made by
the Guarantors as set forth in this Agreement.


                                       2


            "Inventory"  means any  "inventory,"  as such item is defined in the
code, now owned or hereafter acquired by any Loan Party,  wherever located,  and
in any event including inventory, merchandise, goods and other personal property
that  are  held by or on  behalf  of any  Loan  Party  for  sale or lease or are
furnished or are to be furnished under a contract of service, or that constitute
raw materials,  work in process,  finished goods,  returned  goods,  supplies or
materials of any kind,  nature or description  used or consumed or to be used or
consumed  in  such  Loan  Party's  business  or in the  processing,  production,
packaging, promotion, delivery or shipping of the same, including other supplies
and embedded software.

            "Pledged  Certificated Stock" means all certificated  securities and
any other Stock or Stock  Equivalent of any Person  evidenced by a  certificate,
instrument or other similar document (as defined in the UCC), in each case owned
by any Grantor,  and any  distribution  of property made on, in respect of or in
exchange  for the  foregoing  from time to time,  including  all Stock and Stock
Equivalents  listed on Schedule  5.  Pledged  Certificated  Stock  excludes  any
Excluded Property.

            "Pledged Collateral" means, collectively,  the Pledged Stock and the
Pledged Debt Instruments.

            "Pledged Debt  Instruments"  means all right,  title and interest of
any Grantor in instruments  evidencing any Indebtedness  owed to such Grantor or
other obligations, and any distribution of property made on, in respect of or in
exchange  for the  foregoing  from  time to  time,  including  all  Indebtedness
described on Schedule 5, issued by the obligors named therein.

            "Pledged  Investment  Property" means any investment property of any
Grantor,  and any distribution of property made on, in respect of or in exchange
for the  foregoing  from time to time,  other than any Pledged  Stock or Pledged
Debt Instruments.

            "Pledged Stock" means all Pledged Certificated Stock and all Pledged
Uncertificated Stock.

            "Pledged  Uncertificated  Stock" means any Stock or Stock Equivalent
of any Person that is not Pledged Certificated Stock, including all right, title
and interest of any Grantor as a limited or general  partner in any  partnership
not  constituting  Pledged  Certificated  Stock  or as a member  of any  limited
liability company, all right, title and interest of any Grantor in, to and under
any  Constituent  Document of any  partnership or limited  liability  company to
which it is a party,  and any distribution of property made on, in respect of or
in exchange for the  foregoing  from time to time,  including in each case those
interests  set  forth  on  Schedule  5, to the  extent  such  interests  are not
certificated. Pledged Uncertificated Stock excludes any Excluded Property.

            "Registered Intellectual Property" means all Patents, Trademarks and
Copyrights that are covered by issued patents or registrations or pending patent
application or  applications  for  registration,  excluding any Internet  Domain
Names and any Excluded Property.

            "Security Cash Collateral  Account" means a Cash Collateral  Account
that is not a L/C Cash Collateral Account under and as defined in the First Lien
Credit Agreement.

            "Software"  means (a) all computer  programs,  including source code
and object code  versions,  (b) all data,  databases and  compilations  of data,
whether  machine  readable or


                                       3


otherwise,  and (c) all  documentation,  training  materials and  configurations
related to any of the foregoing.

            "Subsidiary  Guarantor"  means any Guarantor that is a Subsidiary of
the Borrower.

            "UCC"  means  the  Uniform  Commercial  Code as from time to time in
effect in the State of New York; provided,  however, that, in the event that, by
reason of mandatory provisions of any applicable  Requirement of Law, any of the
attachment,  perfection or priority of the  Administrative  Agent's or any other
Secured Party's  security  interest in any Collateral is governed by the Uniform
Commercial Code of a jurisdiction  other than the State of New York, "UCC" shall
mean the Uniform  Commercial  Code as in effect in such other  jurisdiction  for
purposes of the provisions  hereof  relating to such  attachment,  perfection or
priority and for  purposes of the  definitions  related to or otherwise  used in
such provisions.

            "Vehicles"  means all vehicles covered by a certificate of title law
of any state.

      Section 1.2 Certain Other Terms.

            (a) The  meanings  given to terms  defined  herein  shall be equally
applicable  to both the  singular  and  plural  forms of such  terms.  The terms
"herein",  "hereof" and similar terms refer to this Agreement as a whole and not
to any  particular  Article,  Section  or clause in this  Agreement.  References
herein  to  an  Annex,  Schedule,  Article,  Section  or  clause  refer  to  the
appropriate  Annex or  Schedule  to,  or  Article,  Section  or  clause  in this
Agreement.  Where the context  requires,  provisions  relating to any Collateral
when used in relation to a Grantor shall refer to such  Grantor's  Collateral or
any relevant part thereof.

            (b) Section 1.5 (Interpretation) of the Second Lien Credit Agreement
is applicable to this Agreement as and to the extent set forth therein.

            (c) The term "payment in full" or "paid in full" with respect to the
Obligations,  the Secured Obligations,  the Guaranteed Obligations or the Senior
Obligations  means upon (A)  termination  of the  Commitments,  (B)  payment and
satisfaction  in  full  of  all  Loans  and  all  other   Obligations  that  the
Administrative  Agent has been  notified  in writing are then due and payable by
the holder of such  obligation,  (C) deposit of cash  collateral with respect to
all contingent Obligations (other than contingent indemnification obligations as
to which no claim has been asserted),  in amounts  required under Section 9.3 of
the Second Lien Credit  Agreement and on terms and  conditions  and with parties
satisfactory to the  Administrative  Agent and each Indemnitee that is owed such
Obligations and (D) to the extent requested by the Administrative Agent, receipt
by the Secured Parties of liability  releases from the Loan Parties each in form
and substance acceptable to the Administrative Agent.

                                   ARTICLE II

                                    GUARANTY

      Section  2.1  Guaranty.  To induce the  Lenders  to make the  Loans,  each
Guarantor  hereby,  jointly  and  severally,  absolutely,   unconditionally  and
irrevocably  guarantees,  as primary obligor and not merely as surety,  the full
and punctual payment when due, whether at stated maturity or earlier,  by reason
of acceleration,  mandatory  prepayment or otherwise in accordance


                                       4


with any Loan Document,  of all the Obligations of each other Loan Party whether
existing on the date hereof or hereinafter  incurred or created (the "Guaranteed
Obligations").  This Guaranty by each Guarantor hereunder constitutes a guaranty
of payment and not of  collection.  Each Guarantor  agrees that its  obligations
under this Agreement shall not be discharged  until the Obligations  (other than
contingent  indemnification  obligations as to which no claim has been asserted)
are paid in full.  Each  Guarantor  shall be regarded,  and shall be in the same
position, as principal debtor with respect to the Guaranteed Obligations.

      Section 2.2 Limitation of Guaranty. Any term or provision of this Guaranty
or  any  other  Loan  Document  to the  contrary  notwithstanding,  the  maximum
aggregate  amount for which any Subsidiary  Guarantor shall be liable  hereunder
shall not exceed the maximum amount for which such  Subsidiary  Guarantor can be
liable without rendering this Guaranty or any other Loan Document, as it relates
to such Subsidiary Guarantor, subject to avoidance under applicable Requirements
of Law relating to fraudulent  conveyance or fraudulent  transfer (including the
Uniform  Fraudulent  Conveyance  Act,  the Uniform  Fraudulent  Transfer Act and
Section 548 of Title 11 of the United States Code or any  applicable  provisions
of comparable  Requirements of Law) (collectively,  "Fraudulent Transfer Laws").
Any analysis of the  provisions  of this  Guaranty  for  purposes of  Fraudulent
Transfer Laws shall take into account the right of  contribution  established in
Section 2.3 and, for purposes of such analysis,  give effect to any discharge of
intercompany debt as a result of any payment made under the Guaranty.

      Section  2.3  Contribution.  To the extent that any  Subsidiary  Guarantor
shall be  required  hereunder  to pay any portion of any  Guaranteed  Obligation
exceeding  the  greater  of (a) the  amount  of the  economic  benefit  actually
received by such Subsidiary  Guarantor from the Loans and other  Obligations and
(b) the amount  such  Subsidiary  Guarantor  would  otherwise  have paid if such
Subsidiary Guarantor had paid the aggregate amount of the Guaranteed Obligations
(excluding the amount thereof repaid by the Borrower) in the same  proportion as
such  Subsidiary  Guarantor's  net  worth  on the  date  enforcement  is  sought
hereunder  bears to the aggregate net worth of all the Subsidiary  Guarantors on
such date,  then such  Guarantor  shall be reimbursed  by such other  Subsidiary
Guarantors for the amount of such excess,  pro rata, based on the respective net
worth of such other Subsidiary Guarantors on such date.

      Section 2.4  Authorization;  Other  Agreements.  The  Secured  Parties are
hereby  authorized,  without  notice to or demand upon any Guarantor and without
discharging or otherwise  affecting the  obligations of any Guarantor  hereunder
and without incurring any liability hereunder,  from time to time, to do each of
the following:

            (a)  (i)  modify,  amend,   supplement  or  otherwise  change,  (ii)
accelerate  or otherwise  change the time of payment or (iii) waive or otherwise
consent to noncompliance  with, any Guaranteed  Obligation or any Loan Document,
in each case in  accordance  with the terms of the Second Lien Credit  Agreement
and the other Loan Documents;

            (b) apply to the Guaranteed Obligations any sums by whomever paid or
however  realized to any Guaranteed  Obligation in such order as provided in the
Loan Documents;

            (c) refund at any time any payment  received by any Secured Party in
respect of any Guaranteed Obligation;

            (d) (i)  Sell,  exchange,  enforce,  waive,  substitute,  liquidate,
terminate, release, abandon, fail to perfect,  subordinate,  accept, substitute,
surrender, exchange, affect,


                                       5


impair  or  otherwise  alter  or  release  any  Collateral  for  any  Guaranteed
Obligation or any other guaranty therefor in any manner, (ii) receive,  take and
hold  additional  Collateral  to secure any  Guaranteed  Obligation,  (iii) add,
release or substitute any one or more other  Guarantors,  makers or endorsers of
any  Guaranteed  Obligation or any part thereof and (iv)  otherwise  deal in any
manner  with the  Borrower  and any other  Guarantor,  maker or  endorser of any
Guaranteed Obligation or any part thereof; and

            (e) settle, release, compromise,  collect or otherwise liquidate the
Guaranteed Obligations.

      Section 2.5 Guaranty  Absolute and  Unconditional.  To the maximum  extent
permitted by Requirements of Law, each Guarantor hereby waives and agrees not to
assert any defense,  whether  arising in connection with or in respect of any of
the following or otherwise,  and hereby agrees that its  obligations  under this
Guaranty are irrevocable, absolute and unconditional and shall not be discharged
as a result of or otherwise  affected by any of the following  (which may not be
pleaded  and  evidence of which may not be  introduced  in any  proceeding  with
respect to this Guaranty,  in each case except as otherwise agreed in writing by
the Administrative Agent):

            (a) the  invalidity  or  unenforceability  of any  obligation of the
Borrower or any other  Guarantor  under any Loan Document or any other agreement
or instrument  relating  thereto  (including  any  amendment,  consent or waiver
thereto),  or any security for, or other guaranty of, any Guaranteed  Obligation
or any part  thereof,  or the lack of  perfection  or  continuing  perfection or
failure of priority of any security for the  Guaranteed  Obligations or any part
thereof;

            (b) the  absence  of (i)  any  attempt  to  collect  any  Guaranteed
Obligation or any part thereof from the Borrower or any other Guarantor or other
action to enforce  the same or (ii) any action to enforce  any Loan  Document or
any Lien thereunder;

            (c) the  failure  by any  Person  to take any steps to  perfect  and
maintain any Lien on, or to preserve any rights with respect to, any Collateral;

            (d) any workout, insolvency, bankruptcy proceeding,  reorganization,
arrangement,  liquidation or  dissolution by or against the Borrower,  any other
Guarantor  or  any of  the  Borrower's  other  Subsidiaries  or  any  procedure,
agreement,   order,  stipulation,   election,  action  or  omission  thereunder,
including any discharge or disallowance  of, or bar or stay against  collecting,
any  Guaranteed  Obligation  (or any interest  thereon) in or as a result of any
such proceeding;

            (e) any  foreclosure,  whether or not through judicial sale, and any
other Sale of any  Collateral  or any election  following  the  occurrence of an
Event  of  Default  by any  Secured  Party to  proceed  separately  against  any
Collateral in accordance  with such Secured  Party's rights under any applicable
Requirement of Law; or

            (f)  any  other   defense,   setoff,   counterclaim   or  any  other
circumstance that might otherwise  constitute a legal or equitable  discharge of
the Borrower,  any other Guarantor or any of such Borrower's other Subsidiaries,
in each case other than the payment in full of the Guaranteed Obligations.


                                       6


      Section 2.6 Waivers. Each Guarantor hereby unconditionally and irrevocably
waives,  to the maximum extent  permitted by Requirements of Law, and agrees not
to assert  any  claim,  defense,  setoff  or  counterclaim  based on  diligence,
promptness,  presentment,  requirements  for  any  demand  or  notice  hereunder
including any of the following:  (a) any demand for payment or  performance  and
protest  and  notice  of  protest,  (b)  any  notice  of  acceptance,   (c)  any
presentment, demand, protest or further notice or other requirements of any kind
with  respect to any  Guaranteed  Obligation  (including  any accrued but unpaid
interest thereon) becoming  immediately due and payable and (d) any other notice
in respect of any  Guaranteed  Obligation or any part  thereof,  and any defense
arising by reason of any  disability  or other  defense of the  Borrower  or any
other Guarantor.  Each Guarantor further  unconditionally and irrevocably agrees
not to (x) enforce or otherwise  exercise any right of  subrogation or any right
of  reimbursement  or  contribution or similar right against the Borrower or any
other  Guarantor by reason of any Loan  Document or any payment made  thereunder
prior to the  payment in full of the  Guaranteed  Obligations  or (y) assert any
claim, defense,  setoff or counterclaim it may have against any other Loan Party
or set off any of its  obligations to such other Loan Party against  obligations
of such Loan Party to such Guarantor.  No obligation of any Guarantor  hereunder
shall be discharged other than by complete performance.

      Section 2.7 Reliance.  Each Guarantor  hereby assumes  responsibility  for
keeping itself informed of the financial  condition of the Borrower,  each other
Guarantor  and  any  other  guarantor,  maker  or  endorser  of  any  Guaranteed
Obligation or any part thereof, and of all other circumstances  bearing upon the
risk of  nonpayment  of any  Guaranteed  Obligation  or any  part  thereof  that
diligent inquiry would reveal,  and each Guarantor hereby agrees that no Secured
Party shall have any duty to advise any  Guarantor  of  information  known to it
regarding  such  condition or any such  circumstances.  In the event any Secured
Party,  in its sole  discretion,  undertakes at any time or from time to time to
provide any such information to any Guarantor, such Secured Party shall be under
no  obligation  to (a)  undertake  any  investigation  not a part of its regular
business routine, (b) disclose any information that such Secured Party, pursuant
to accepted or reasonable  commercial  finance or banking  practices,  wishes to
maintain  confidential or (c) make any future disclosures of such information or
any other information to any Guarantor.

                                  ARTICLE III

                           GRANT OF SECURITY INTEREST

      Section 3.1  Collateral.  For the purposes of this  Agreement,  all of the
following  property now owned or at any time hereafter  acquired by a Grantor or
in which a Grantor  now has or at any time in the future may  acquire any right,
title or interests is collectively referred to as the "Collateral":

            (a) all accounts,  chattel paper,  deposit  accounts,  documents (as
defined in the UCC),  equipment,  general intangibles,  instruments,  inventory,
investment  property and any supporting  obligations  related thereto (including
any Pledged Collateral);

            (b) the  commercial  tort claims  described on Schedule 1 and on any
supplement thereto received by the Administrative Agent pursuant to Section 5.9;

            (c) all books and records pertaining to the other property described
in this Section 3.1;


                                       7


            (d)  all  property  of  such  Grantor  held  by any  Secured  Party,
including all property of every description,  in the custody of or in transit to
such Secured Party for any purpose, including safekeeping, collection or pledge,
for the account of such  Grantor or as to which such  Grantor may have any right
or power, including but not limited to cash;

            (e) all other  goods  (including  but not limited to  fixtures)  and
personal  property of such Grantor,  whether tangible or intangible and wherever
located; and

            (f) to the  extent  not  otherwise  included,  all  proceeds  of the
foregoing;

provided,  however,  that "Collateral"  shall not include any Excluded Property;
and provided,  further, that if and when any property shall cease to be Excluded
Property,  such  property  shall  automatically  be deemed at all times from and
after the date  such  property  ceases to be  Excluded  Property  to  constitute
Collateral.

      Section 3.2 Grant of Security Interest in Collateral.

            (a) Each Grantor, as collateral security for the prompt and complete
payment and performance when due (whether at stated maturity, by acceleration or
otherwise) of the Obligations  (the "Secured  Obligations"),  hereby  mortgages,
pledges and  hypothecates to the  Administrative  Agent,  for the benefit of the
Secured Parties, and grants to the Administrative  Agent, for the benefit of the
Secured Parties a Lien on and security interest in, all of its right,  title and
interest in, to and under the Collateral of such Grantor.

            (b) With respect to any provision in this  Agreement  which requires
any  Grantor  to deliver  possession  or  control  of any  negotiable  document,
instrument,   certificated  securities,   promissory  notes,  deposit  accounts,
securities  accounts,  commodity accounts,  and letter of credit rights or other
Collateral  requiring  possession  or control  thereof  in order to perfect  the
security interest of the  Administrative  Agent therein under the UCC or for the
secured  party  to be  named  as such  under  any  control  agreement,  until no
Obligations (as defined in the First Lien Credit Agreement) are outstanding,  no
such  delivery or giving of control to the Agent shall be required to the extent
such Collateral is delivered to or control is given to the First Lien Collateral
Agent in accordance  with the First Lien Loan  Documents  and the  Intercreditor
Agreement.,  it being  understood that the First Lien Collateral Agent is acting
as agent and bailee for the benefit of the Administrative  Agent pursuant to the
terms of the Intercreditor Agreement.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            To induce the Lenders and the Administrative Agent to enter into the
Loan  Documents,  each Grantor  represents  and warrants to each of them and the
other Secured  Parties each of the following  after giving effect to the Verizon
TRS Acquisition and the consummation of the Hands On Merger on the Closing Date:

      Section  4.1 Title;  No Other  Liens.  Except for the Lien  granted to the
Administrative  Agent  pursuant  to this  Agreement  and other  Permitted  Liens
(except for those  Permitted  Liens not  permitted  to exist on any  Collateral)
under any Loan Document  (including Section 4.2), such Grantor owns each item of
the  Collateral  free and clear of any and all Liens or claims of  others.  Such
Grantor (a) is the record and beneficial  owner of the Collateral  pledged by it
hereunder


                                       8


constituting  instruments or certificates  and (b) has rights in or the power to
transfer  each  other  item of  Collateral  in  which a Lien  is  granted  by it
hereunder, free and clear of any other Lien, other than Permitted Liens.

      Section  4.2  Perfection  and  Priority.  The  security  interest  granted
pursuant to this Agreement constitutes a valid and continuing perfected security
interest in favor of the  Administrative  Agent,  for the benefit of the Secured
Parties,  in all  Collateral  subject,  for  the  following  Collateral,  to the
occurrence of the following  filings and other  actions:  (i) in the case of all
Collateral  in which a security  interest may be perfected by filing a financing
statement  under the UCC,  the proper and timely  completion  of the filings and
other  actions  specified  on Schedule 2 (which,  in the case of all filings and
other  documents  referred  to on such  schedule,  have  been  delivered  to the
Administrative Agent in completed and duly authorized form) and to the filing of
continuation  statements as provided under  applicable law, (ii) with respect to
any deposit account,  the execution of Control Agreements,  (iii) in the case of
all Registered Intellectual Property for which UCC filings are insufficient, all
appropriate  filings  having been made with the  Applicable  IP Office (it being
understood that additional filings may be required to perfect the Administrative
Agent's security  interest in any Registered  Intellectual  Property acquired by
such Grantor after the date hereof,  subject to the  qualifications set forth in
Section  5.7(e),  (iv)  in the  case of  letter-of-credit  rights  that  are not
supporting obligations of Collateral,  the execution of a Contractual Obligation
granting control to the Administrative Agent over such letter-of-credit  rights,
(v) in the  case of  electronic  chattel  paper,  the  completion  of all  steps
necessary  to grant  control to the  Administrative  Agent over such  electronic
chattel  paper and (vi) in the case of  Vehicles,  the  actions  required  under
Section 5.1(e).  Such security interest shall be prior to all other Liens on the
Collateral  except  for  Permitted  Liens  upon (i) in the  case of all  Pledged
Certificated  Stock,  Pledged Debt Instruments and Pledged Investment  Property,
the delivery thereof to the  Administrative  Agent of such Pledged  Certificated
Stock,  Pledged Debt Instruments and Pledged Investment  Property  consisting of
instruments and certificates, in each case properly endorsed for transfer to the
Administrative  Agent or in blank,  (ii) in the case of all  Pledged  Investment
Property not in certificated form held in a securities account, the execution of
Control  Agreements  with respect to such  investment  property and (iii) in the
case of all other  instruments  and tangible  chattel paper that are not Pledged
Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the
delivery  thereof to the  Administrative  Agent of such instruments and tangible
chattel  paper.  Except as set forth in this  Section  4.2,  all actions by each
Grantor necessary or desirable to protect and perfect the Lien granted hereunder
on the Collateral have been duly taken.

      Section 4.3 Jurisdiction of  Organization;  Chief Executive  Office.  Such
Grantor's (a)  jurisdiction of  organization or formation,  (b) exact legal name
(as it appears in such  Grantor's  Constituent  Documents),  (c)  organizational
identification  number,  if any,  issued by the  jurisdiction of organization or
formation, (d) type of organization, (e) Federal Taxpayer Identification Number,
(f) other jurisdictions in which it is qualified to do business, (g) location of
its  chief  executive  office  or  sole  place  of  business,  (h)  legal  name,
jurisdiction of organization or formation,  location of chief executive  office,
identity or organizational  structure (including by merger or consolidation with
any other  Person) if  different  than  otherwise  provided in this  Section 4.3
within the prior five (5)-year  period,  and (i) assets  acquired from any other
Person (other than  Inventory and Equipment in the ordinary  course from persons
in the business of selling such goods),  in each case as of the date hereof,  is
specified on Schedule 3.


                                       9


      Section 4.4  Locations of Inventory,  Equipment and Books and Records.  On
the date hereof, such Grantor's inventory and equipment (other than inventory or
equipment in transit in the ordinary course of business or Collateral  having an
aggregate  value of less than  $100,000)  and books and records  concerning  the
Collateral are kept at the locations listed on Schedule 4.

      Section 4.5 Pledged Collateral.

            (a) As of the Closing Date the Pledged Stock pledged by such Grantor
hereunder  (i) is listed on Schedule 5 and  constitutes  that  percentage of the
issued and outstanding equity of all classes of each issuer thereof as set forth
on Schedule 5, (ii) has been duly  authorized,  validly issued and is fully paid
and nonassessable  (other than Pledged Stock in limited liability  companies and
partnerships),  and (iii) constitutes the legal, valid and binding obligation of
the obligor with respect  thereto,  enforceable  in  accordance  with its terms,
except as may be limited by applicable bankruptcy,  insolvency,  reorganization,
moratorium or other similar laws  affecting  creditors'  rights  generally or by
general equitable principles relating to enforceability.

            (b) As of the  Closing  Date,  all  Pledged  Collateral  (other than
Pledged  Uncertificated Stock) and all Pledged Investment Property consisting of
instruments  and  certificates  has been delivered to the First Lien  Collateral
Agent in accordance with Section 5.3(a).

            (c) Upon the  occurrence  and during the  continuance of an Event of
Default,  the  Administrative  Agent shall be  entitled  to exercise  all of the
rights of the Grantor granting the security interest in any Pledged Stock, and a
transferee  or assignee  of such  Pledged  Stock  shall  become a holder of such
Pledged  Stock to the same extent as such Grantor and,  subject to the governing
documents of such issuer,  and applicable law, be entitled to participate in the
management  of the  issuer  of such  Pledged  Stock to the same  extent  as such
Grantor and,  upon the  transfer of the entire  interest of such  Grantor,  such
Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

      Section 4.6 Instruments and Tangible Chattel Paper Formerly  Accounts.  No
amount  payable  to such  Grantor  under or in  connection  with any  account is
evidenced  by any  instrument  or  tangible  chattel  paper  that  has not  been
delivered to the First Lien Collateral Agent, properly endorsed for transfer, to
the extent delivery is required by Section 5.6(a).

      Section 4.7 Intellectual Property. As of the Closing Date, Schedule 6 sets
forth a true and  complete  list of the  following  Intellectual  Property  such
Grantor  owns,  licenses  or  otherwise  has the  right to use:  (i)  Registered
Intellectual   Property,   (ii)  Internet   Domain  Names  and  (iii)   Material
Intellectual Property and material Software,  separately  identifying that owned
and licensed to such Grantor and including  for each of the foregoing  items (1)
the owner, (2) the title, (3) as applicable, the jurisdiction in which such item
has been registered or otherwise  arises or in which a patent  application or an
application for registration  has been filed and is pending,  (4) as applicable,
the patent,  registration  or application  number and issuance,  registration or
application  date and (5) any IP Licenses  granted by the Grantor  with  respect
thereto.

      Section 4.8 Commercial Tort Claims. The only commercial tort claims of any
Grantor existing on the date hereof (regardless of whether the amount, defendant
or other  material  facts can be  determined  and  regardless  of  whether  such
commercial  tort claim has been asserted,  threatened or has otherwise been made
known to the obligee  thereof or whether  litigation has


                                       10


been commenced for such claims) are those listed on Schedule 1, which sets forth
such information separately for each Grantor.

      Section 4.9 Specific Collateral.  Except as disclosed from time to time to
the  Administrative  Agent, none of the Collateral is or is proceeds or products
of farm products, as-extracted collateral,  health-care-insurance receivables or
timber to be cut.

      Section 4.10 Promissory Notes and Debt Securities. As of the Closing Date,
Schedule 7 hereto sets forth for each Grantor a list of all promissory notes and
debt  securities  payable  or due to such  Grantor  by or from any other  Person
(including any other Grantor) that will not be repaid on the Closing Date.

      Section 4.11 Governmental Licenses.  Schedule 8 hereto sets forth for each
Grantor a description  of each material  license from a  Governmental  Authority
which is, as of the date  hereof,  necessary  to the conduct of the  business of
such Grantor as conducted on the date hereof.

      Section 4.12 Motor Vehicles.  Schedule 9 sets forth a list of each Vehicle
owned by such Grantor as of the Closing Date.

      Section  4.13  Representations  and  Warranties  of the Second Lien Credit
Agreement.  The  representations  and  warranties  as to  such  Grantor  and its
Subsidiaries made by the Borrower in Article IV (Representations and Warranties)
of the Second Lien Credit  Agreement  are true and correct,  (a) if such date is
the Closing Date, on and as of such date or, to the extent such  representations
and  warranties  expressly  relate to an earlier date, on and as of such earlier
date  and  (b)  otherwise,  in all  material  respects  (provided,  that  if any
representation or warranty is by its terms qualified by concepts of materiality,
such representation shall be true and correct in all respects) on and as of such
date or, to the extent such  representations and warranties  expressly relate to
an earlier date, on and as of such earlier date.

                                   ARTICLE V

                                    COVENANTS

            Each Grantor agrees with the Administrative  Agent to the following,
as long as any Obligation (other than contingent indemnification  obligations as
to which no claim has been asserted) or Commitment  remains  outstanding and, in
each case, unless the Required Lenders otherwise consent in writing:

      Section  5.1   Maintenance  of  Perfected   Security   Interest;   Further
Documentation and Consents.

            (a)  Generally.  Such  Grantor  shall  (i)  not  use or  permit  any
Collateral  to be used  unlawfully  or in violation of any provision of any Loan
Document,  any  Requirement  of Law or any  policy  of  insurance  covering  the
Collateral  and (ii) not enter into any  Contractual  Obligation or  undertaking
restricting the right or ability of such Grantor or the Administrative  Agent to
Sell any  Collateral  or which would cause any  Collateral  to become  after the
Closing  Date  Excluded  Property  set  forth in clause  (ii) of the  definition
thereof,  except in the  ordinary  course of  business  and in  connection  with
transactions  permitted by the Second Lien Credit  Agreement or as may otherwise
be authorized by the Administrative Agent.


                                       11


            (b) Such Grantor  shall  maintain the security  interest  created by
this  Agreement as a perfected  security  interest  having at least the priority
described,  and  subject to the  limitations  set forth in Section 4.2 and shall
defend such security  interest and such priority  against the claims and demands
of all Persons.

            (c) Pursuant to Section 6.1(e) of the Second Lien Credit  Agreement,
at the time of  delivery  of annual  financial  statements  with  respect to the
preceding  Fiscal Year (starting with the Fiscal Year ending  December 31, 2008)
pursuant to Section  6.1(c) of the Second Lien Credit  Agreement,  the  Borrower
shall  deliver  to  the  Administrative   Agent  a  certificate  executed  by  a
Responsible  Officer  containing updated Schedules 3, 4, 5, 6, 7, 8 and 9 to any
matter  hereafter  arising that, if existing or occurring at the Closing Date as
of the end of the immediately  preceding month ending at least ten (10) Business
Days  prior  to the date of such  certificate  setting  forth  would  have  been
required to be set forth or described in such  Schedules;  provided that no such
supplement to any such Schedule shall amend,  supplement or otherwise modify any
Loan  Document  or be or be deemed a waiver of any  Default  or Event of Default
resulting  from  the  matters   disclosed   therein  (each  such  certificate  a
"Collateral Update Certificate").

            (d) At any time and from time to time,  upon the written  request of
an Agent and subject to the  limitations  set forth in Section 4.2, such Grantor
shall,  for the purpose of obtaining  or  preserving  the full  benefits of this
Agreement  and of the rights and powers  herein  granted,  (i) promptly and duly
execute and deliver,  and have recorded,  such further  documents,  including an
authorization to file (or, as applicable, the filing) of any financing statement
or amendment under the UCC (or other filings under similar  Requirements of Law)
in effect in any  jurisdiction  with  respect to the security  interest  created
hereby and (ii) take such  further  action as an Agent may  reasonably  request,
including  (A) so long as any Event of Default  exists,  using its  commercially
reasonable  efforts to secure all  approvals  necessary or  appropriate  for the
assignment to or for the benefit of the Administrative  Agent of any Contractual
Obligation,  including  any IP License,  held by such Grantor and to enforce the
security  interests  granted  hereunder  and (B) executing  and  delivering  any
Control  Agreements with respect to deposit accounts and securities  accounts to
the extent required under Section 7.11 of the Second Lien Credit Agreement.

            (e)  If,  at any  time,  the  aggregate  fair  market  value  of the
Collateral  consisting of Vehicles  (other than Vehicles  constituting  Excluded
Property) exceeds $500,000,  the applicable  Grantors shall, if requested by the
Administrative  Agent arrange for the  Administrative  Agent's  second  priority
security  interest to be noted on the  certificate of title of each such Vehicle
and shall file any other necessary  documentation in each  jurisdiction that the
Administrative  Agent shall  reasonably  deem  necessary to perfect its security
interests in such Vehicle.

            (f) Such  Grantor  shall  comply  with the  requirements  of Section
7.10(e)  of  the  Second  Lien  Credit  Agreement   providing  for  delivery  to
Administrative  Agent of a landlord's agreement or bailee letter, as applicable,
from the  lessors of leased  property  or  bailees  with  respect to  warehouse,
processor or converter facility or other locations where Collateral is stored or
located.

            (g) Notwithstanding  anything to the contrary in this Agreement, the
Administrative  Agent may, without the consent of any Secured Party, not require
the Loan Parties to perfect any security interest granted to the  Administrative
Agent as to which the Administrative Agent has determined in its sole discretion
that the collateral  value thereof is


                                       12


insufficient  to justify  the  difficulty,  time and/or  expense of  obtaining a
perfected security interest therein.

      Section 5.2 Changes in Locations,  Name,  Etc.  Except upon 15 days' prior
written  notice  to the  Administrative  Agent  (or such  shorter  period as the
Administrative  Agent may agree to) and delivery to the Administrative  Agent of
all documents  reasonably  requested by the Administrative Agent to maintain the
validity, perfection and priority of the security interests provided for herein,
no Grantor shall do any of the following:

            (i) permit any inventory or equipment to be kept at a location other
      than those  listed on  Schedule  4, or as to which the Loan  Parties  have
      complied with Section 5.1(f), except for inventory or equipment in transit
      in the ordinary course of business;

            (ii) change its  jurisdiction  of  organization or its location (for
      purposes of the UCC),  in each case from that  referred to in Section 4.3;
      or

            (iii) change its legal name or organizational identification number,
      if any, or corporation,  limited liability  company,  partnership or other
      organizational  structure to such an extent that any  financing  statement
      filed in connection with this Agreement would become misleading.

      Section  5.3  Pledged  Collateral.  (a)  Delivery  of Pledged  Collateral.
Subject  to  Section  3.2(b)  hereof,  such  Grantor  shall (i)  deliver  to the
Administrative  Agent,  in suitable  form for transfer and in form and substance
satisfactory to the Administrative  Agent, (A) all Pledged  Certificated  Stock,
(B) all Pledged Debt Instruments in excess of $50,000 in the aggregate,  and (C)
all  certificates  and instruments  evidencing  Pledged  Investment  Property in
excess  of  $50,000  in the  aggregate  and  (ii)  maintain  all  other  Pledged
Investment  Property  in excess of  $50,000  in the  aggregate  in a  Controlled
Securities  Account;  provided  that,  so long as no Event of Default shall have
occurred  and be  continuing,  the  Administrative  Agent shall,  promptly  upon
request of such Grantor,  make  appropriate  arrangements for making any Pledged
Debt Instruments  pledged by such Grantor available to such Grantor for purposes
of prosecution, collection or renewal.

            (b) Event of Default. During the continuance of an Event of Default,
the Administrative Agent shall have the right, at any time in its discretion and
without notice to the Grantor,  to (i) transfer to or to register in its name or
in the name of its nominees  any Pledged  Collateral  or any Pledged  Investment
Property  and (ii)  exchange  any  certificate  or  instrument  representing  or
evidencing  any  Pledged  Collateral  or any  Pledged  Investment  Property  for
certificates or instruments of smaller or larger denominations.

            (c) Cash Distributions with respect to Pledged Collateral. Except as
provided  in Article  VI,  such  Grantor  shall be  entitled to receive all cash
distributions paid in respect of the Pledged Collateral.

            (d) Voting  Rights.  Except as provided in Article VI, such  Grantor
shall be entitled to exercise all voting,  consent and  corporate,  partnership,
limited  liability  company  and  similar  rights  with  respect to the  Pledged
Collateral;  provided,  however,  that no vote shall be cast,  consent  given or
right  exercised  or other  action  taken by such  Grantor that would impair the
Collateral  that would be  inconsistent  with or result in any  violation of any
provision of any Loan Document.


                                       13


      Section 5.4 Accounts.

            (a) Such Grantor  shall not,  other than in the  ordinary  course of
business or in a transaction  permitted under the Second Lien Credit  Agreement,
(i) grant any extension of the time of payment of any account,  (ii)  compromise
or settle any  account  for less than the full amount  thereof,  (iii)  release,
wholly or  partially,  any Person  liable for the payment of any  account,  (iv)
allow any credit or discount on any account or (v) amend,  supplement  or modify
any  account in any  manner  that could  materially  adversely  affect the value
thereof.

            (b) If any Event of  Default  has  occurred  and is  continuing  the
Administrative  Agent  shall  have the right to make test  verifications  of the
Accounts  in any manner and  through  any medium  that it  reasonably  considers
advisable, and such Grantor shall furnish all such assistance and information as
the Administrative Agent may reasonably require in connection therewith.  If any
Event of Default has occurred and is continuing, upon the Administrative Agent's
request,  such Grantor  shall cause  independent  public  accountants  or others
satisfactory to the Administrative  Agent to furnish to the Administrative Agent
reports  showing  reconciliations,  aging and test  verifications  of, and trial
balances for, the accounts.

      Section 5.5 Commodity Contracts. Such Grantor shall not have any commodity
contract other than with a Person  reasonably  acceptable to the  Administrative
Agent and subject to a Control Agreement.

      Section 5.6 Delivery of Instruments and Tangible Chattel Paper and Control
of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper.

            (a)  If  any  amount  in  excess  of  $50,000  payable  under  or in
connection  with  any  Collateral  owned  by such  Grantor  shall  be or  become
evidenced by an instrument or tangible  chattel paper other than such instrument
delivered  in  accordance  with  Section  5.3(a)  and in the  possession  of the
Administrative  Agent, such Grantor shall mark all such instruments and tangible
chattel  paper with the  following  legend:  "This  writing and the  obligations
evidenced or secured  hereby are subject to the  security  interest of CLEARLAKE
CAPITAL  GROUP,  L.P.,  as  Administrative  Agent"  and,  at the  request of the
Administrative Agent, shall promptly deliver such instrument or tangible chattel
paper to the Administrative Agent, duly indorsed in a manner satisfactory to the
Administrative Agent.

            (b) Except  pursuant  to the Second Lien Loan  Documents  and to the
extent permitted under the Second Lien Credit Agreement,  such Grantor shall not
grant "control" (within the meaning of such term under Article 9-106 of the UCC)
over any investment property to any Person other than the Administrative Agent.

            (c) If such  Grantor is or becomes  the  beneficiary  of a letter of
credit  in  excess  of  $50,000  that  is  not a  supporting  obligation  of any
Collateral, such Grantor shall promptly, and in any event within 5 Business Days
after becoming a beneficiary, notify the Administrative Agent thereof and, if so
requested by the  Administrative  Agent, use commercially  reasonable efforts to
enter into a Contractual Obligation with the Administrative Agent, the issuer of
such  letter  of  credit  or  any   nominated   person   with   respect  to  the
letter-of-credit rights under such letter of credit. Such Contractual Obligation
shall assign such  letter-of-credit  rights to the Administrative Agent and such
assignment  shall be  sufficient  to grant  control for the  purposes of Section
9-107  of the UCC (or any  similar  section  under  any  equivalent  UCC).  Such
Contractual  Obligation shall also permit the  Administrative  Agent,  after the
occurrence  and during the


                                       14


continuance  of an Event of  Default,  to direct all  payments  thereunder  to a
Security Cash Collateral Account.  The provisions of the Contractual  Obligation
shall be in form and substance  reasonably  satisfactory  to the  Administrative
Agent.

            (d)  If  any  amount  in  excess  of  $50,000  payable  under  or in
connection  with  any  Collateral  owned  by such  Grantor  shall  be or  become
evidenced  by  electronic  chattel  paper,  such  Grantor  shall  take all steps
necessary  to grant the  Administrative  Agent  control  of all such  electronic
chattel  paper for the  purposes  of  Section  9-105 of the UCC (or any  similar
section under any equivalent UCC) and all  "transferable  records" as defined in
each of the Uniform Electronic Transactions Act and the Electronic Signatures in
Global and National Commerce Act.

      Section 5.7 Intellectual Property.

            (a)  Within 60 days  after  such  Grantor  acquires  any  Registered
Intellectual  Property,  such Grantor  shall  provide the  Administrative  Agent
notification  thereof and the  short-form  intellectual  property  agreements as
described in this Section 5.7 and other documents that the Administrative  Agent
reasonably requests with respect thereto.

            (b) Such  Grantor  shall  (and  shall  use  commercially  reasonable
efforts to cause all its  licensees  to) (i) (1) continue to use each  Trademark
included  in the  Material  Intellectual  Property  in  order to  maintain  such
Trademark in full force and effect with respect to each class of goods for which
such  Trademark  is  currently  used,  free  from any claim of  abandonment  for
non-use,  (2)  maintain at least the same  standards  of quality of products and
services offered under Trademarks included in the Material Intellectual Property
as are  maintained  as of the date hereof,  (3) use  Trademarks  included in the
Material  Intellectual  Property with the appropriate notice of registration and
all other notices and legends  required by applicable  Requirements  of Law, (4)
not adopt or use any other Trademark that is confusingly  similar or a colorable
imitation of any Trademark included in the Material Intellectual Property unless
the  Administrative  Agent shall  obtain a perfected  security  interest in such
other  Trademark  pursuant to, and subject to the terms and  conditions of, this
Agreement (including without limitation any applicable  qualifications set forth
in  Sections  4.2  and  5.7(e))  and  (ii)  not do any act or omit to do any act
whereby (w) any Trademark included in the Material Intellectual Property (or any
goodwill associated therewith) may become destroyed,  invalidated,  tarnished or
abandoned  in any way,  (x) any Patent  included  in the  Material  Intellectual
Property may become  forfeited,  abandoned  or dedicated to the public,  (y) any
portion of the  Copyrights  included in the Material  Intellectual  Property may
become  invalidated  or fall into the public domain or (z) any Trade Secret that
is included in the Material  Intellectual Property may become publicly available
or otherwise unprotectable,  unless with respect to (i) and (ii) such action may
be otherwise authorized by the Administrative Agent in writing.

            (c) Such Grantor shall notify the  Administrative  Agent promptly if
it knows or has reason to know that any application or registration  relating to
any Material Intellectual Property may become forfeited,  abandoned or dedicated
to the public,  or of any adverse  determination  or  development  regarding the
validity or  enforceability  of or such Grantor's  ownership of, interest in, or
right to use,  register  or maintain  any such  Material  Intellectual  Property
(including the institution of, or any such  determination or development in, any
proceeding  relating to the foregoing in any  Applicable IP Office,  other than,
for the avoidance of doubt,  office actions that arise in the ordinary course of
prosecution  of any  pending  applications  for  patenting  or  registering  any
Material  Intellectual  Property).  Such  Grantor  shall  take all  commercially
reasonable   actions  that  are  necessary  or   reasonably   requested  by  the
Administrative


                                       15


Agent to maintain and  prosecute  each  application  (and to obtain the relevant
registration or recordation)  and to maintain each  registration and recordation
included in the  Material  Intellectual  Property,  except as may  otherwise  be
authorized by the Administrative Agent in writing.

            (d) Such  Grantor  shall  not  knowingly  infringe,  misappropriate,
dilute or violate the  Intellectual  Property of any other Person.  In the event
that  any  Material  Intellectual  Property  of  such  Grantor  is or  has  been
infringed,  misappropriated,  violated or diluted by a third party, such Grantor
shall  take  such  action  as  it  reasonably   deems   appropriate   under  the
circumstances  in  response  thereto,   including  promptly  bringing  suit  and
recovering all damages therefor.

            (e) Such  Grantor  shall  execute and deliver to the  Administrative
Agent in form and substance  reasonably  acceptable to the Administrative  Agent
the short-form  intellectual  property security  agreements in the form attached
hereto  as  Annex 3,  and  such  other  documents  suitable  for  filing  in the
Applicable IP Office as may be reasonably requested by the Administrative Agent,
for all Registered Intellectual Property acquired by such Grantor after the date
hereof in which a security interest may be perfected under applicable law.

      Section 5.8 Notices. Such Grantor shall promptly notify the Administrative
Agent in  writing of its  acquisition  of any  material  interest  hereafter  in
property (other than  Intellectual  Property) that is of a type where a security
interest  or lien must be or may be  registered,  recorded  or filed  under,  or
notice thereof given under, any federal statute or regulation.

      Section 5.9 Notice of Commercial Tort Claims. Such Grantor agrees that, if
it shall  acquire any  interest in any  commercial  tort claim with an aggregate
value in excess  of  $50,000  (whether  from  another  Person  or  because  such
commercial tort claim shall have come into  existence),  (i) such Grantor shall,
promptly upon such  acquisition,  deliver to the  Administrative  Agent, in each
case in form and substance reasonably  satisfactory to the Administrative Agent,
a notice  of the  existence  and  nature  of such  commercial  tort  claim and a
supplement to Schedule 1 containing a specific  description  of such  commercial
tort claim, (ii) Section 3.1 shall apply to such commercial tort claim and (iii)
such Grantor shall execute and deliver to the Administrative Agent, in each case
in form and substance reasonably  satisfactory to the Administrative  Agent, any
document,  and take all other action,  deemed by the Administrative  Agent to be
reasonably  necessary for the  Administrative  Agent to obtain, on behalf of the
Lenders, a perfected security interest having at least the priority set forth in
Section 4.2 in all such  commercial  tort claims.  Any  supplement to Schedule 1
delivered  pursuant to this Section 5.9 shall,  after the receipt thereof by the
Administrative Agent, become part of Schedule 1 for all purposes hereunder other
than in respect of representations and warranties made prior to the date of such
receipt.

      Section 5.10  Compliance with Second Lien Credit  Agreement.  Such Grantor
agrees to comply with all covenants and other provisions  applicable to it under
the Second Lien Credit Agreement,  including Sections 2.17 (Taxes),  11.3 (Costs
and Expenses)  and 11.4  (Indemnities)  of the Second Lien Credit  Agreement and
agrees to the same  submission to jurisdiction as that agreed to by the Borrower
in the Second Lien Credit Agreement.


                                       16


                                   ARTICLE VI

                               REMEDIAL PROVISIONS

      Section 6.1 Code and Other Remedies.

            (a) UCC Remedies.  During the existence and  continuance of an Event
of Default,  the  Administrative  Agent may  exercise,  in addition to all other
rights and remedies  granted to it in this Agreement and in any other instrument
or agreement  securing,  evidencing or relating to any Secured  Obligation,  all
rights and  remedies of a secured  party  under the UCC or any other  applicable
law.

            (b)  Disposition of Collateral.  Without  limiting the generality of
the foregoing,  the  Administrative  Agent may, without demand of performance or
other demand, presentment,  protest, advertisement or notice of any kind (except
any notice  required  by law  referred  to below) to or upon any  Grantor or any
other  Person  (all and  each of which  demands,  defenses,  advertisements  and
notices are hereby waived to the maximum  extent  permitted by  Requirements  of
Law),  during the existence and continuance of any Event of Default  (personally
or through  its agents or  attorneys),  (i) enter  upon the  premises  where any
Collateral is located,  without any obligation to pay rent,  through  self-help,
without judicial process, without first obtaining a final judgment or giving any
Grantor  or  any  other  Person  notice  or  opportunity  for a  hearing  on the
Administrative Agent's claim or action, (ii) collect,  receive,  appropriate and
realize upon any Collateral and (iii) Sell,  grant option or options to purchase
and deliver any Collateral (enter into Contractual  Obligations to do any of the
foregoing),  in one or more parcels at public or private  sale or sales,  at any
exchange,  broker's  board or office of any Secured Party or elsewhere upon such
terms and  conditions as it may deem advisable and at such prices as it may deem
best,  for cash or on credit or for future  delivery  without  assumption of any
credit risk. The Administrative Agent shall have the right, upon any such public
sale or sales  and,  to the  extent  permitted  by the UCC and other  applicable
Requirements  of Law,  upon any such private  sale, to purchase the whole or any
part of the Collateral so sold, free of any right or equity of redemption of any
Grantor,  which  right or equity is hereby  waived  and  released  to the extent
permitted by Requirements of Law.

            (c) Management of the Collateral. Each Grantor further agrees, that,
during  the  existence  and  continuance  of any  Event of  Default,  (i) at the
Administrative  Agent's  request,  it shall  assemble the Collateral and make it
available to the Administrative  Agent at places that the  Administrative  Agent
shall reasonably select,  whether at such Grantor's premises or elsewhere,  (ii)
without limiting the foregoing,  the Administrative  Agent also has the right to
require that each Grantor store and keep any Collateral  pending  further action
by the Administrative Agent and, while any such Collateral is so stored or kept,
take such  actions as shall be necessary to protect the same and to preserve and
maintain such Collateral in good condition, (iii) until the Administrative Agent
is able to Sell any Collateral, the Administrative Agent shall have the right to
hold or use such  Collateral  to the extent  that it deems  appropriate  for the
purpose  of  preserving  the  Collateral  or its value or for any other  purpose
deemed appropriate by the Administrative Agent and (iv) the Administrative Agent
may,  if it so elects,  seek the  appointment  of a  receiver  or keeper to take
possession of any  Collateral and to enforce any of the  Administrative  Agent's
remedies  (for  the  benefit  of the  Secured  Parties),  with  respect  to such
appointment  without  prior  notice  or  hearing  as to  such  appointment.  The
Administrative Agent shall not have any obligation to any Grantor to maintain or
preserve the rights of any Grantor as


                                       17


against third parties with respect to any Collateral while such Collateral is in
the possession of the Administrative Agent.

            (d) Application of Proceeds.  The  Administrative  Agent shall apply
the cash proceeds of any action taken by it pursuant to this Section 6.1,  after
deducting all reasonable costs and expenses of every kind incurred in connection
therewith or incidental to the care or  safekeeping  of any Collateral or in any
way relating to the Collateral or the rights of the Administrative Agent and any
other  Secured  Party  hereunder,   including  reasonable  attorneys'  fees  and
disbursements, to the payment in whole or in part of the Secured Obligations, as
set forth in the Second Lien Credit  Agreement,  and only after such application
and after the payment by the  Administrative  Agent of any other amount required
by any  Requirement  of Law,  need  the  Administrative  Agent  account  for the
surplus, if any, to any Grantor.

            (e) Direct  Obligation.  Neither  the  Administrative  Agent nor any
other  Secured  Party shall be required  to make any demand  upon,  or pursue or
exhaust any right or remedy  against,  any Grantor,  any other Loan Party or any
other  Person  with  respect to the payment of the  Obligations  or to pursue or
exhaust  any right or remedy  with  respect to any  Collateral  therefor  or any
direct or  indirect  guaranty  thereof.  All of the rights and  remedies  of the
Administrative  Agent and any other Secured Party under any Loan Document  shall
be cumulative,  may be exercised  individually or concurrently and not exclusive
of any other  rights or  remedies  provided  by any  Requirement  of Law. To the
extent it may lawfully do so, each Grantor absolutely and irrevocably waives and
relinquishes  the benefit and advantage of, and covenants not to assert  against
the  Administrative  Agent or any Lender,  any  valuation,  stay,  appraisement,
extension,  redemption or similar laws and any and all rights or defenses it may
have as a surety, now or hereafter existing, arising out of the exercise by them
of any rights  hereunder.  If any notice of a proposed sale or other disposition
of any  Collateral  shall be  required  by law,  such  notice  shall  be  deemed
reasonable  and  proper  if given at least  10 days  before  such  sale or other
disposition.

            (f)   Commercially   Reasonable.   To  the  extent  that  applicable
Requirements  of Law  impose  duties  on the  Administrative  Agent to  exercise
remedies in a commercially  reasonable  manner,  each Grantor  acknowledges  and
agrees that it is not commercially  unreasonable for the Administrative Agent to
do any of the following  after the occurrence  and during the  continuance of an
Event of Default:

            (i) fail to incur significant  costs,  expenses or other Liabilities
      reasonably  deemed  as such by the  Administrative  Agent to  prepare  any
      Collateral  for  disposition or otherwise to complete raw material or work
      in process into finished goods or other finished products for disposition;

            (ii) fail to obtain Permits,  or other  consents,  for access to any
      Collateral to Sell or for the collection or Sale of any Collateral, or, if
      not required by other Requirements of Law, fail to obtain Permits or other
      consents for the collection or disposition of any Collateral;

            (iii) fail to exercise  remedies  against  account  debtors or other
      Persons  obligated on any  Collateral or to remove Liens on any Collateral
      or to remove any adverse claims against any Collateral;


                                       18


            (iv) advertise  dispositions of any Collateral through  publications
      or media of general  circulation,  whether or not such  Collateral is of a
      specialized nature or to contact other Persons, whether or not in the same
      business as any Grantor, for expressions of interest in acquiring any such
      Collateral;

            (v) exercise  collection  remedies against account debtors and other
      Persons  obligated  on any  Collateral,  directly  or  through  the use of
      collection  agencies  or other  collection  specialists,  hire one or more
      professional  auctioneers to assist in the  disposition of any Collateral,
      whether  or not such  Collateral  is of a  specialized  nature  or, to the
      extent deemed appropriate by the Administrative Agent, obtain the services
      of other brokers, investment bankers,  consultants and other professionals
      to assist the Administrative Agent in the collection or disposition of any
      Collateral,  or utilize  Internet  sites that  provide  for the auction of
      assets of the types included in the Collateral or that have the reasonable
      capacity  of doing so,  or that  match  buyers  and  sellers  of assets to
      dispose of any Collateral;

            (vi) dispose of assets in wholesale rather than retail markets;

            (vii) disclaim disposition warranties,  such as title, possession or
      quiet enjoyment; or

            (viii)  purchase  insurance  or credit  enhancements  to insure  the
      Administrative  Agent against risks of loss,  collection or disposition of
      any  Collateral  or to provide to the  Administrative  Agent a  guaranteed
      return from the collection or disposition of any Collateral.

Each Grantor  acknowledges  that the purpose of this Section 6.1 is to provide a
non-exhaustive  list of actions or omissions  that are  commercially  reasonable
when  exercising  remedies  against  any  Collateral  and that other  actions or
omissions by the Secured Parties shall not be deemed  commercially  unreasonable
solely on account of not being indicated in this Section 6.1. Without limitation
upon the foregoing,  nothing contained in this Section 6.1 shall be construed to
grant any rights to any  Grantor  or to impose any duties on the  Administrative
Agent that  would not have been  granted  or  imposed  by this  Agreement  or by
applicable Requirements of Law in the absence of this Section 6.1.

            (g) IP  Licenses.  For the  purpose of enabling  the  Administrative
Agent to exercise rights and remedies under this Section 6.1 (including in order
to take possession of, collect, receive, assemble, process, appropriate, remove,
realize  upon,  Sell or grant  options  to  purchase  any  Collateral)  upon the
occurrence  and during the  continuance  of an Event of  Default,  each  Grantor
hereby  grants to the  Administrative  Agent,  for the  benefit  of the  Secured
Parties,  (i)  an  irrevocable,  nonexclusive,  worldwide  license  (exercisable
without  payment  of  royalty  or  other  compensation  to  such  Grantor,   but
exercisable  only upon the occurrence and during the  continuance of an Event of
Default),  including in such license the right to  sublicense,  use and practice
any  Intellectual  Property now owned or hereafter  acquired by such Grantor and
access to all media in which any of the licensed items may be recorded or stored
and to all Software and programs used for the  compilation  or printout  thereof
and (ii) an irrevocable  license (without payment of rent or other  compensation
to  such  Grantor),  exercisable  only  upon  the  occurrences  and  during  the
continuance of an Event of Default, to use, operate and occupy all Real Property
owned, operated, leased, subleased or otherwise occupied by such Grantor.


                                       19


      Section 6.2 Accounts and Payments in Respect of General Intangibles.

            (a) In  addition  to,  and  not in  substitution  for,  any  similar
requirement   in  the  Second  Lien  Credit   Agreement,   if  required  by  the
Administrative  Agent at any time during the  existence  and  continuance  of an
Event of  Default,  any  payment  of  accounts  or payment in respect of general
intangibles,  when  collected by any  Grantor,  shall be promptly  (and,  in any
event,  within 5  Business  Days)  deposited  by such  Grantor in the exact form
received,  duly  indorsed  by such  Grantor to the  Administrative  Agent,  in a
Security Cash Collateral  Account,  subject to withdrawal by the  Administrative
Agent as provided in Section 6.4.  Until so turned over,  such payment  shall be
held by such  Grantor in trust for the  Administrative  Agent,  segregated  from
other funds of such  Grantor.  Each such  deposit of  proceeds  of accounts  and
payments  in respect of general  intangibles  shall be  accompanied  by a report
identifying in reasonable  detail the nature and source of the payments included
in the deposit.

            (b) At any time during the existence and  continuance of an Event of
Default:

            (i) each Grantor shall,  upon the  Administrative  Agent's  request,
      deliver  to the  Administrative  Agent all  original  and other  documents
      evidencing,  and relating to, the Contractual Obligations and transactions
      that gave  rise to any  account  or any  payment  in  respect  of  general
      intangibles, including all original orders, invoices and shipping receipts
      and notify account debtors that the accounts or general  intangibles  have
      been collaterally  assigned to the Administrative  Agent and that payments
      in respect thereof shall be made directly to the Administrative Agent;

            (ii) the  Administrative  Agent  may,  without  notice,  at any time
      during the  continuance  of an Event of Default,  limit or  terminate  the
      authority  of a Grantor  to collect  its  accounts  or  amounts  due under
      general  intangibles or any thereof and, in its own name or in the name of
      others,  communicate  with  account  debtors  to  verify  with them to the
      Administrative Agent's satisfaction the existence, amount and terms of any
      account or amounts  due under any general  intangible.  In  addition,  the
      Administrative Agent may at any time during the continuance of an Event of
      Default  enforce such Grantor's  rights  against such account  debtors and
      obligors of general intangibles; and

            (iii) each Grantor shall take all actions, deliver all documents and
      provide  all  information   necessary  or  reasonably   requested  by  the
      Administrative Agent to ensure any Internet Domain Name is registered.

            (c) Anything  herein to the contrary  notwithstanding,  each Grantor
shall  remain  liable  under each account and each payment in respect of general
intangibles  to observe and perform all the  conditions  and  obligations  to be
observed and performed by it thereunder, all in accordance with the terms of any
agreement  giving rise thereto.  No Secured  Party shall have any  obligation or
liability under any agreement  giving rise to an account or a payment in respect
of a general  intangible by reason of or arising out of any Loan Document or the
receipt by any Secured  Party of any  payment  relating  thereto,  nor shall any
Secured  Party be  obligated  in any manner to  perform  any  obligation  of any
Grantor  under or  pursuant  to any  agreement  giving  rise to an  account or a
payment in respect of a general  intangible,  to make any  payment,  to make any
inquiry as to the nature or the sufficiency of any payment  received by it or as
to the  sufficiency of any  performance by any party  thereunder,  to present or
file any claim,  to take any action to enforce any performance or to collect the
payment of any amounts  that may have been  assigned to it or to which it may be
entitled at any time or times.


                                       20


      Section 6.3 Pledged Collateral.

            (a) Voting Rights.  During the existence and continuance of an Event
of Default,  upon notice by the Administrative  Agent to the relevant Grantor or
Grantors,  the Administrative  Agent or its nominee may exercise (A) any voting,
consent,  corporate and other right pertaining to the Pledged  Collateral at any
meeting  of  shareholders,  partners  or  members,  as the case  may be,  of the
relevant issuer or issuers of Pledged  Collateral or otherwise and (B) any right
of  conversion,  exchange and  subscription  and any other  right,  privilege or
option  pertaining to the Pledged  Collateral  as if it were the absolute  owner
thereof  (including  the  right  to  exchange  at  its  discretion  any  Pledged
Collateral  upon  the  merger,  amalgamation,   consolidation,   reorganization,
recapitalization  or other  fundamental  change in the  corporate or  equivalent
structure of any issuer of Pledged  Stock,  the right to deposit and deliver any
Pledged Collateral with any committee,  depositary, transfer agent, registrar or
other  designated  agency upon such terms and  conditions as the  Administrative
Agent may  determine),  all without  liability  except to account  for  property
actually received by it; provided,  however, that the Administrative Agent shall
have no duty to any Grantor to exercise any such right,  privilege or option and
shall not be responsible for any failure to do so or delay in so doing.

            (b) Proxies. In order to permit the Administrative Agent to exercise
the voting and other  consensual  rights  that it may be  entitled  to  exercise
pursuant hereto and to receive all dividends and other distributions that it may
be entitled to receive  hereunder,  (i) each Grantor shall promptly  execute and
deliver (or cause to be executed and delivered) to the Administrative  Agent all
such  proxies,   dividend   payment   orders  and  other   instruments   as  the
Administrative  Agent  may  from  time  to time  reasonably  request  (upon  the
occurrence  and during the  continuance of an Event of Default) and (ii) without
limiting  the effect of clause  (i) above,  such  Grantor  hereby  grants to the
Administrative Agent an irrevocable proxy to vote all or any part of the Pledged
Collateral and to exercise all other rights, powers,  privileges and remedies to
which a holder of the Pledged Collateral would be entitled  (including giving or
withholding  written consents of shareholders,  partners or members, as the case
may be, calling special  meetings of shareholders,  partners or members,  as the
case may be, and  voting at such  meetings),  which  proxy  shall be  effective,
automatically and without the necessity of any action (including any transfer of
any Pledged  Collateral on the record books of the issuer  thereof) by any other
person (including the issuer of such Pledged  Collateral or any officer or agent
thereof)  during the existence and  continuance of an Event of Default and which
proxy shall only terminate  upon the payment in full of the Secured  Obligations
(other than contingent indemnification obligations as to which no claim has been
asserted).

            (c)   Authorization  of  Issuers.   Each  Grantor  hereby  expressly
irrevocably authorizes and instructs, without any further instructions from such
Grantor, each issuer of any Pledged Collateral pledged hereunder by such Grantor
to (i) comply with any instruction  received by it from the Administrative Agent
in writing that states that an Event of Default  exists and is continuing and is
otherwise in accordance with the terms of this Agreement and each Grantor agrees
that such issuer shall be fully protected from Liabilities to such Grantor in so
complying and (ii) upon the occurrence and during the continuance of an Event of
Default,  pay any dividend or make any other payment with respect to the Pledged
Collateral directly to the Administrative Agent.

      Section  6.4  Proceeds  to be  Turned  Over to and Held by  Administrative
Agent.  Unless otherwise  expressly provided in the Second Lien Credit Agreement
or this Agreement, upon the occurrence and during the continuance of an Event of
Default,  all proceeds of any


                                       21


Collateral  received by any Grantor  hereunder in cash or Cash Equivalents shall
be held by such  Grantor  in trust  for the  Administrative  Agent and the other
Secured  Parties,  segregated  from  other  funds of such  Grantor,  and  shall,
promptly upon receipt by any Grantor, be turned over to the Administrative Agent
in the exact form received (with any necessary  endorsement).  All such proceeds
of  Collateral  and  any  other  proceeds  of  any  Collateral  received  by the
Administrative  Agent  in  cash  or  Cash  Equivalents  shall  be  held  by  the
Administrative  Agent in a Security Cash Collateral Account.  All proceeds being
held by the  Administrative  Agent in a Security Cash Collateral  Account (or by
such Grantor in trust for the Administrative Agent) shall continue to be held as
collateral security for the Secured Obligations and shall not constitute payment
thereof until applied as provided in the Second Lien Credit Agreement.

      Section 6.5 Private Sales.

            (a) Each Grantor  recognizes  that the  Administrative  Agent may be
unable to effect a public  sale of any Pledged  Collateral  by reason of certain
prohibitions  contained in the Securities  Act and  applicable  state or foreign
securities   laws  or  otherwise  or  may  determine   that  a  public  sale  is
impracticable,  not desirable or not commercially  reasonable and,  accordingly,
may  resort  to one or more  private  sales  thereof  to a  restricted  group of
purchasers that shall be obliged to agree,  among other things,  to acquire such
securities  for  their own  account  for  investment  and not with a view to the
distribution or resale thereof.  Each Grantor  acknowledges  and agrees that any
such  private sale may result in prices and other terms less  favorable  than if
such sale were a public sale and,  notwithstanding  such  circumstances,  agrees
that any such private  sale shall be deemed to have been made in a  commercially
reasonable  manner.  The  Administrative  Agent shall be under no  obligation to
delay a sale of any  Pledged  Collateral  for the  period of time  necessary  to
permit the issuer thereof to register such  securities for public sale under the
Securities Act or under  applicable  state  securities  laws even if such issuer
would agree to do so.

            (b) Each Grantor agrees to use its best efforts to do or cause to be
done all such other acts as may be  necessary  to make such sale or sales of any
portion of the Pledged Collateral pursuant to this Section 6.5 valid and binding
and in compliance with all applicable  Requirements of Law. Each Grantor further
agrees that a breach of any  covenant  contained  in this Section 6.5 will cause
irreparable injury to the Administrative  Agent and other Secured Parties,  that
the  Administrative  Agent and the other Secured Parties have no adequate remedy
at law in respect of such  breach  and,  as a  consequence,  that each and every
covenant contained in this Section 6.5 shall be specifically enforceable against
such  Grantor,  and such  Grantor  hereby  waives  and  agrees not to assert any
defense against an action for specific  performance of such covenants except for
a defense  that no Event of Default  has  occurred  under the Second Lien Credit
Agreement.

      Section  6.6  Deficiency.   Each  Grantor  shall  remain  liable  for  any
deficiency if the proceeds of any sale or other  disposition  of any  Collateral
are insufficient to pay the Secured  Obligations and the fees and  disbursements
of any attorney employed by the Administrative  Agent or any other Secured Party
to collect such deficiency.


                                       22


                                  ARTICLE VII

                            THE ADMINISTRATIVE AGENT

      Section 7.1 Administrative Agent's Appointment as Attorney-in-Fact.

            (a) Each Grantor  hereby  irrevocably  constitutes  and appoints the
Administrative  Agent  and any  Related  Person  thereof,  with  full  power  of
substitution,  as its true and  lawful  attorney-in-fact  with full  irrevocable
power and  authority  in the place and stead of such  Grantor and in the name of
such  Grantor or in its own name,  for the purpose of carrying  out the terms of
the Loan Documents,  to take any appropriate  action and to execute any document
or instrument  that may be necessary or desirable to accomplish  the purposes of
the Loan Documents  following the  occurrence  and during the  continuance of an
Event of Default,  and, without  limiting the generality of the foregoing,  each
Grantor hereby gives the Administrative  Agent and its Related Persons the power
and  right,  on  behalf  of such  Grantor,  without  notice to or assent by such
Grantor,  to do any of the  following  when an Event of  Default  exists  and is
continuing (as at any time with respect to clause (ii) below):

            (i) in the name of such Grantor, in its own name or otherwise,  take
      possession of and indorse and collect any check,  draft, note,  acceptance
      or other  instrument  for the  payment of moneys due under any  account or
      general  intangible or with respect to any other  Collateral  and file any
      claim or take any other action or proceeding in any court of law or equity
      or  otherwise  deemed  appropriate  by the  Administrative  Agent  for the
      purpose of  collecting  any such  moneys due under any  account or general
      intangible or with respect to any other Collateral whenever payable;

            (ii) in the case of any  Intellectual  Property  that is part of the
      Collateral,  execute,  deliver and have  recorded  any  document  that the
      Administrative Agent may request to evidence,  effect, publicize or record
      the Administrative Agent's security interest in such Intellectual Property
      and the goodwill and general  intangibles of such Grantor relating thereto
      or represented thereby;

            (iii)  pay or  discharge  taxes  and  Liens  levied  or placed on or
      threatened against any Collateral,  effect any repair or pay any insurance
      called for by the terms of the Second Lien Credit Agreement (including all
      or any part of the premiums therefor and the costs thereof);

            (iv) execute,  in  connection  with any sale provided for in Section
      6.1 or Section  6.5,  any  document to effect or  otherwise  necessary  or
      appropriate in relation to evidence the Sale of any Collateral; or

            (v) (A) direct any party liable for any payment under any Collateral
      to make payment of any moneys due or to become due thereunder  directly to
      the Administrative  Agent or as the Administrative Agent shall direct, (B)
      ask or demand for, and collect and receive payment of and receipt for, any
      moneys,  claims  and other  amounts  due or to  become  due at any time in
      respect of or arising  out of any  Collateral,  (C) sign and  indorse  any
      invoice,  freight or express  bill,  bill of lading,  storage or warehouse
      receipt, draft against debtors, assignment, verification, notice and other
      document in connection with any Collateral, (D) commence and prosecute any
      suit,  action or  proceeding at law or in equity in any court of competent
      jurisdiction  to collect any  Collateral and to enforce any


                                       23


      other right in respect of any Collateral,  (E) defend any actions,  suits,
      proceedings,  audits, claims,  demands, orders or disputes brought against
      such Grantor with respect to any  Collateral,  (F) settle,  compromise  or
      adjust any such actions,  suits,  proceedings,  audits,  claims,  demands,
      orders or disputes and, in connection  therewith,  give such discharges or
      releases as the Administrative Agent may deem appropriate,  (G) assign, to
      the extent permissible, any Intellectual Property owned by the Grantors or
      any IP Licenses  of the  Grantors  throughout  the world on such terms and
      conditions  and in such  manner as the  Administrative  Agent shall in its
      sole  discretion  determine,  including  the  execution  and filing of any
      document  necessary  to  effectuate  or  record  such  assignment  and (H)
      generally,  Sell,  grant a Lien on, make any  Contractual  Obligation with
      respect to and otherwise deal with, any Collateral as fully and completely
      as though the Administrative Agent were the absolute owner thereof for all
      purposes and do, at the Administrative Agent's option, at any time or from
      time to time,  all acts and things  that the  Administrative  Agent  deems
      necessary  to protect,  preserve or realize  upon any  Collateral  and the
      Secured Parties'  security  interests  therein and to effect the intent of
      the Loan Documents, all as fully and effectively as such Grantor might do.

            (b) If any Grantor  fails to perform or comply with any  Contractual
Obligation  contained  herein,  the  Administrative  Agent,  at its option,  but
without any  obligation  so to do, may  perform or comply,  or  otherwise  cause
performance or compliance, with such Contractual Obligation.

            (c) The expenses of the Administrative  Agent incurred in connection
with actions  undertaken as provided in this Section 7.1, together with interest
thereon at a rate set forth in Section 2.9  (Interest) of the Second Lien Credit
Agreement,  from the date of  payment  by the  Administrative  Agent to the date
reimbursed  by the  relevant  Grantor,  shall be payable by such  Grantor to the
Administrative Agent on demand.

            (d) Each  Grantor  hereby  ratifies  all that said  attorneys  shall
lawfully  do or cause to be done by  virtue of this  Section  7.1.  All  powers,
authorizations  and  agencies  contained in this  Agreement  are coupled with an
interest and are irrevocable until this Agreement is terminated and the security
interests created hereby are released.

      Section 7.2  Authorization  to File  Financing  Statements.  Each  Grantor
authorizes the  Administrative  Agent and its Related  Persons,  at any time and
from time to time, to file or record financing  statements,  amendments thereto,
and other  filing or  recording  documents  or  instruments  with respect to any
Collateral  in  such  form  and in  such  offices  as the  Administrative  Agent
reasonably  determines  appropriate  to perfect the  security  interests  of the
Administrative  Agent under this  Agreement,  and such financing  statements and
amendments  may describe the  Collateral  covered  thereby as "all assets of the
debtor".  A  photographic  or  other  reproduction  of this  Agreement  shall be
sufficient  as a financing  statement or other  filing or recording  document or
instrument for filing or recording in any jurisdiction. Such Grantor also hereby
ratifies  its  authorization  for the  Administrative  Agent to have  filed  any
initial financing statement or amendment thereto under the UCC (or other similar
laws) in effect in any jurisdiction if filed prior to the date hereof.

      Section 7.3 Authority of Administrative  Agent. Each Grantor  acknowledges
that the rights and  responsibilities  of the  Administrative  Agent  under this
Agreement  with respect to any action taken by the  Administrative  Agent or the
exercise or  non-exercise  by the  Administrative  Agent of any  option,  voting
right,  request,  judgment  or other  right or  remedy  provided  for  herein


                                       24


or  resulting  or  arising  out  of  this  Agreement   shall,   as  between  the
Administrative  Agent and the other Secured  Parties,  be governed by the Second
Lien Credit  Agreement and by such other  agreements with respect thereto as may
exist from time to time among them, but, as between the Administrative Agent and
the Grantors,  the  Administrative  Agent shall be  conclusively  presumed to be
acting as agent for the Secured  Parties with full and valid authority so to act
or  refrain  from  acting,  and no  Grantor  shall be under  any  obligation  or
entitlement to make any inquiry respecting such authority.

      Section 7.4 Duty; Obligations and Liabilities.

            (a) Duty of Administrative  Agent. The  Administrative  Agent's sole
duty with respect to the custody,  safekeeping and physical  preservation of the
Collateral in its possession  shall be to deal with it in the same manner as the
Administrative Agent deals with similar property for its own account. The powers
conferred  on the  Administrative  Agent  hereunder  are solely to  protect  the
Administrative  Agent's interest in the Collateral and shall not impose any duty
upon the  Administrative  Agent to exercise any such powers.  The Administrative
Agent shall be accountable  only for amounts that it receives as a result of the
exercise of such powers,  and neither it nor any of its Related Persons shall be
responsible to any Grantor for any act or failure to act  hereunder,  except for
their own gross  negligence  or willful  misconduct  as finally  determined by a
court of competent jurisdiction. In addition, the Administrative Agent shall not
be liable or responsible  for any loss or damage to any  Collateral,  or for any
diminution  in the  value  thereof,  by  reason  of the act or  omission  of any
warehousemen,  carrier,  forwarding  agency,  consignee  or other bailee if such
Person has been selected by the Administrative Agent in good faith.

            (b)  Obligations  and  Liabilities  with respect to  Collateral.  No
Secured  Party and no Related  Person  thereof  shall be liable  for  failure to
demand,  collect or realize upon any  Collateral or for any delay in doing so or
shall be under any  obligation  to sell or otherwise  dispose of any  Collateral
upon the request of any Grantor or any other  Person or to take any other action
whatsoever  with  regard  to  any  Collateral.   The  powers  conferred  on  the
Administrative  Agent hereunder shall not impose any duty upon any other Secured
Party  to  exercise  any  such  powers.  The  other  Secured  Parties  shall  be
accountable  only for  amounts  that they  actually  receive  as a result of the
exercise of such powers, and neither they nor any of their respective  officers,
directors,  employees or agents shall be  responsible to any Grantor for any act
or failure to act  hereunder,  except for their own gross  negligence or willful
misconduct as finally determined by a court of competent jurisdiction.

                                  ARTICLE VIII

                                  MISCELLANEOUS

      Section 8.1  Reinstatement.  Each Grantor agrees that, if any payment made
by any Loan Party or other Person and applied to the Secured  Obligations  is at
any time annulled,  avoided, set aside, rescinded,  invalidated,  declared to be
fraudulent or  preferential or otherwise  required to be refunded or repaid,  or
the proceeds of any  Collateral are required to be returned by any Secured Party
to such Loan Party, its estate, trustee,  receiver or any other party, including
any Grantor,  under any  bankruptcy  law,  state or federal  law,  common law or
equitable cause,  then, to the extent of such payment or repayment,  any Lien or
other  Collateral  securing such liability shall be and remain in full force and
effect, as fully as if such payment had never been made. If, prior to any of the
foregoing,  (a) any Lien or other Collateral  securing such Grantor's  liability


                                       25


hereunder  shall have been  released or terminated by virtue of the foregoing or
(b)  any  provision  of the  Guaranty  hereunder  shall  have  been  terminated,
cancelled or  surrendered,  such Lien,  other  Collateral or provision  shall be
reinstated  in full  force  and  effect  and such  prior  release,  termination,
cancellation  or surrender  shall not diminish,  release,  discharge,  impair or
otherwise  affect the  obligations of any such Grantor in respect of any Lien or
other Collateral securing such obligation or the amount of such payment.

      Section 8.2 Release of Collateral.

            (a) At the  time  provided  in  clause  (b)(iii)  of  Section  10.10
(Release of Collateral or Guarantors) of the Second Lien Credit  Agreement,  the
Collateral shall be released from the Lien created hereby and this Agreement and
all obligations  (other than those expressly stated to survive such termination)
of the  Administrative  Agent and each Grantor  hereunder shall  terminate,  all
without  delivery of any instrument or performance of any act by any party,  and
all rights to the  Collateral  shall  revert to the  Grantors.  Each  Grantor is
hereby authorized to file UCC amendments at such time evidencing the termination
of the Liens so  released.  At the  request of any  Grantor  following  any such
termination,  the  Administrative  Agent  shall  deliver  to  such  Grantor  any
Collateral  of such  Grantor  held by the  Administrative  Agent  hereunder  and
execute  and  deliver to such  Grantor  such  documents  as such  Grantor  shall
reasonably request to evidence such termination.

            (b) If the  Administrative  Agent  shall be  directed  or  permitted
pursuant  to clause (i) or (ii) of Section  10.10(b)  of the Second  Lien Credit
Agreement  to  release  any Lien or any  Collateral,  such  Collateral  shall be
released from the Lien created hereby to the extent provided under,  and subject
to the  terms  and  conditions  set  forth in,  such  clauses  (i) and (ii).  In
connection  therewith,  the Administrative Agent, at the request of any Grantor,
shall  execute and deliver to such Grantor such  documents as such Grantor shall
reasonably request to evidence such release.

            (c) At the time  provided  in Section  10.10(a)  of the Second  Lien
Credit Agreement and at the request of the Borrower, a Grantor shall be released
from its  obligations  hereunder  in the event that all the  Securities  of such
Grantor  shall be Sold to any  Person  in a  transaction  permitted  by the Loan
Documents.  In connection  therewith,  the Administrative Agent, upon receipt of
reasonable  advance  notice from any  Grantor,  shall  execute and deliver  such
documents as such Grantor shall reasonably request to evidence such release.

      Section 8.3  Independent  Obligations.  The  obligations  of each  Grantor
hereunder are  independent of and separate from the Secured  Obligations and the
Guaranteed Obligations of each other Grantor. Upon the occurrence and during the
continuance of any Event of Default,  the Administrative  Agent may, at its sole
election,  proceed directly and at once, without notice, against any Grantor and
any Collateral to collect and recover the full amount of any Secured  Obligation
or Guaranteed  Obligation then due, without first  proceeding  against any other
Grantor,  any other Loan Party or any other Collateral and without first joining
any other Grantor or any other Loan Party in any proceeding.

      Section 8.4 No Waiver by Course of Conduct.  No Secured Party shall by any
act (except by a written instrument pursuant to Section 8.6), delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy  hereunder or
to have  acquiesced in any Default or Event of Default.  No failure to exercise,
nor any delay in exercising,  on the part of any Secured Party, any right, power
or privilege  hereunder shall operate as a waiver thereof.  No single or


                                       26


partial exercise of any right,  power or privilege  hereunder shall preclude any
other or further exercise  thereof or the exercise of any other right,  power or
privilege. A waiver by any Secured Party of any right or remedy hereunder on any
one  occasion  shall not be  construed as a bar to any right or remedy that such
Secured Party would otherwise have on any future occasion.

      Section 8.5 Amendments in Writing. None of the terms or provisions of this
Agreement may be waived,  amended,  supplemented or otherwise modified except in
accordance  with  Section  11.1 of the Second Lien Credit  Agreement;  provided,
however,  that annexes to this  Agreement may be  supplemented  (but no existing
provisions  may be modified and no Collateral  may be released)  through  Pledge
Amendments  and Joinder  Agreements,  in  substantially  the form of Annex 1 and
Annex 2, respectively,  in each case duly executed by the  Administrative  Agent
and each Grantor directly affected thereby.

      Section 8.6 Additional Grantors; Additional Pledged Collateral.

            (a)  Joinder  Agreements.  If, at the option of the  Borrower  or as
required  pursuant  to Section  7.10 of the Second Lien  Credit  Agreement,  the
Borrower  shall cause any  Subsidiary  that is not a Grantor to become a Grantor
hereunder, such Subsidiary shall execute and deliver to the Administrative Agent
a  joinder  agreement  substantially  in the form of Annex 2 (each,  a  "Joinder
Agreement") and shall thereafter for all purposes be a party hereto and have the
same rights,  benefits and  obligations as a Grantor party hereto on the Closing
Date.

            (b) Pledge Amendments.  To the extent any Pledged Collateral has not
been  delivered  as of the Closing  Date,  such Grantor  shall  deliver a pledge
amendment  duly  executed  by the Grantor in  substantially  the form of Annex 1
(each, a "Pledge  Amendment").  Such Grantor authorizes the Administrative Agent
to attach each Pledge Amendment to this Agreement.

      Section 8.7  Notices.  All  notices,  requests  and demands to or upon the
Administrative  Agent or any Grantor  hereunder  shall be effected in the manner
provided  for in Section  11.11 of the Second Lien Credit  Agreement;  provided,
however, that any such notice, request or demand to or upon any Grantor shall be
addressed to the  Borrower's  notice  address set forth in such Section 11.11 of
the Second Lien Credit Agreement.

      Section 8.8 Successors and Assigns.  This Agreement  shall be binding upon
the  successors  and  assigns of each  Grantor and shall inure to the benefit of
each Secured Party and their successors and assigns; provided,  however, that no
Grantor may assign,  transfer or delegate any of its rights or obligations under
this Agreement without the prior written consent of the Administrative Agent.

      Section 8.9 Counterparts.  This Agreement may be executed in any number of
counterparts and by different  parties in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall  constitute one and the same  agreement.  Signature  pages may be
detached  from  multiple   separate   counterparts  and  attached  to  a  single
counterpart.  Delivery  of an  executed  signature  page  of this  Agreement  by
facsimile  transmission or by Electronic  Transmission  shall be as effective as
delivery of a manually executed counterpart hereof.

      Section 8.10  Severability.  Any  provision of this  Agreement  being held
illegal,  invalid or unenforceable in any jurisdiction shall not affect any part
of such provision not held illegal,


                                       27


invalid or  unenforceable,  any other provision of this Agreement or any part of
such provision in any other jurisdiction.

      Section 8.11 Governing Law. This Agreement and the rights and  obligations
of the parties  hereto shall be governed by, and  construed and  interpreted  in
accordance with, the law of the State of New York.

      Section 8.12 Jurisdiction.

            (a) Submission to Jurisdiction.  Any legal action or proceeding with
respect  to any Loan  Document  may be brought in the courts of the State of New
York  located in the City of New York,  Borough of  Manhattan,  or of the United
States of America for the Southern  District of New York and, by  execution  and
delivery  of this  Agreement,  each  Grantor  hereby  accepts  for itself and in
respect of its property, generally and unconditionally,  the jurisdiction of the
aforesaid courts.  The parties hereto (and, to the extent set forth in any other
Loan Document,  each other Loan Party) hereby  irrevocably  waive any objection,
including  any objection to the laying of venue or based on the grounds of forum
non  conveniens,  that any of them may now or hereafter  have to the bringing of
any such action or proceeding in such jurisdictions.

            (b) Service of Process.  Each Grantor  (and, to the extent set forth
in any other Loan  Document,  each other Loan Party) hereby  irrevocably  waives
personal  service  of any and all  legal  process,  summons,  notices  and other
documents  and other service of process of any kind and consents to such service
in any suit,  action or proceeding  brought in the United States of America with
respect to or otherwise  arising out of or in connection  with any Loan Document
by any means  permitted  by  applicable  Requirements  of Law,  including by the
mailing  thereof (by  registered  or  certified  mail,  postage  prepaid) to the
address of the  Borrower  specified  in Section  11.11 of the Second Lien Credit
Agreement  (and shall be effective  when such  mailing  shall be  effective,  as
provided therein).  Each Grantor (and, to the extent set forth in any other Loan
Document, each other Loan Party) agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other  jurisdictions by
suit on the judgment or in any other manner provided by law.

            (c)  Non-Exclusive  Jurisdiction.  Nothing contained in this Section
8.12 shall affect the right of the  Administrative  Agent or any Lender to serve
process in any other  manner  permitted  by  applicable  Requirements  of Law or
commence legal proceedings or otherwise proceed against any Grantor in any other
jurisdiction.

      Section 8.13 WAIVER OF JURY TRIAL.  Each party hereto  hereby  irrevocably
waives  trial by jury in any suit,  action or  proceeding  with  respect  to, or
directly or  indirectly  arising out of, under or in connection  with,  any loan
document or the  transactions  contemplated  therein or related thereto (whether
founded in contract,  tort or any other theory). Each party hereto (A) certifies
that no other party and no Related  Person of any other  party has  represented,
expressly  or  otherwise,  that such  other  party  would  not,  in the event of
litigation,  seek to enforce the foregoing waiver and (B)  acknowledges  that it
and the other parties  hereto have been induced to enter into this  agreement by
the mutual waivers and certifications in this Section 8.13.

      Section 8.14 Subordination.

            (a) Each Grantor executing this Agreement  covenants and agrees that
the payment of all indebtedness,  principal,  interest (including interest which
accrues after the


                                       28


commencement of any case or proceeding in bankruptcy,  or for the reorganization
of any Loan Party), fees, charges, expenses,  attorneys' fees and any other sum,
obligation or liability  owing by any other  Grantor to such Grantor,  including
any intercompany trade payables or royalty or licensing fees (collectively,  the
"Intercompany  Obligations"),  is subordinated,  to the extent and in the manner
provided  in this  Section  8.14,  to the prior  payment in full of all  Secured
Obligations  (other than contingent  indemnification  obligations as to which no
claim  has  been  asserted)  (herein,  the  "Senior  Obligations")  and that the
subordination is for the benefit of  Administrative  Agent and the other Secured
Parties, and Administrative Agent may enforce such provisions directly.

            (b) Each Grantor  executing  this  Agreement  hereby (i)  authorizes
Administrative Agent to demand specific performance of the terms of this Section
8.14,  whether  or not any other  Grantor  shall have  complied  with any of the
provisions  hereof  applicable  to it, at any time when such Grantor  shall have
failed to comply with any  provisions of this Section 8.14 which are  applicable
to  it  and  (ii)  irrevocably  waives  (to  the  maximum  extent  permitted  by
Requirements of Law) any defense based on the adequacy of a remedy at law, which
might be asserted as a bar to such remedy of specific performance.

            (c)  Upon  any  distribution  of  assets  of any  Loan  Party in any
dissolution,  winding up, liquidation or reorganization  (whether in bankruptcy,
insolvency or receivership  proceedings or upon an assignment for the benefit of
creditors or otherwise):

            (i)  Administrative  Agent and other Secured  Parties shall first be
      entitled  to receive  payment  in full in cash of the  Senior  Obligations
      before any  Grantor is  entitled  to receive any payment on account of the
      Intercompany Obligations.

            (ii) Any  payment or  distribution  of assets of any  Grantor of any
      kind or character,  whether in cash, property or securities,  to which any
      other Grantor would be entitled  except for the provisions of this Section
      8.14(c), shall be paid by the liquidating trustee or agent or other Person
      making such payment or distribution  directly to Administrative  Agent, to
      the extent  necessary  to make  payment in full of all Senior  Obligations
      (other than  contingent  indemnification  obligations as to which no claim
      has been asserted)  remaining unpaid after giving effect to any concurrent
      payment or distribution or provisions  therefore to  Administrative  Agent
      and the other Secured Parties.

            (iii) In the event that  notwithstanding the foregoing provisions of
      this Section 8.14(c), any payment or distribution of assets of any Grantor
      of any kind or character,  whether in cash, property or securities,  shall
      be  received  by  any  other  Grantor  on  account  of  the   Intercompany
      Obligations   before  all  Senior   Obligations   (other  than  contingent
      indemnification  obligations  as to which no claim has been  asserted) are
      paid in full, such payment or  distribution  shall be received and held in
      trust for and shall be paid over to  Administrative  Agent for application
      to  the  payment  of  the  Senior   Obligations   (other  than  contingent
      indemnification  obligations as to which no claim has been asserted) until
      all of the  Senior  Obligations  (other  than  contingent  indemnification
      obligations as to which no claim has been  asserted)  shall have been paid
      in full, after giving effect to any concurrent  payment or distribution or
      provision therefore to Administrative Agent and other Secured Parties.


                                       29


            (d) No right of  Administrative  Agent and the other Secured Parties
or any other present or future holders of any Senior  Obligations to enforce the
subordination  provisions  herein shall at any time in any way be  prejudiced or
impaired  by any act or failure to act on the part of any  Grantor or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
any Grantor with the terms hereof, regardless of any knowledge thereof which any
such holder may have or be otherwise charged with.

      Section  8.15 Hands On.  Upon the  effective  time of the Hands On Merger,
this  Agreement  will be duly executed and delivered by Hands On in its capacity
as  successor  to  Merger  Sub  as the  surviving  corporation  (the  "Surviving
Corporation")  of the Hands On Merger  upon the  effective  time of the Hands On
Merger,  and Hands On will  succeed  and  replace  Merger Sub as a party to this
Agreement. Each of the Schedules to this Agreement includes all such information
required  to be set  forth on such  Schedules  with  respect  to Hands On as the
Surviving Corporation after giving effect to the Hands On Merger.

      Section 8.16 Intercreditor  Agreement.  Notwithstanding anything herein to
the contrary, the lien and security interest granted to the Administrative Agent
pursuant  to this  Agreement  and the  exercise  of any  right or  remedy by the
Administrative   Agent   hereunder   are  subject  to  the   provisions  of  the
Intercreditor  Agreement.  In the event of any conflict between the terms of the
Intercreditor  Agreement  and this  Agreement,  the  terms of the  Intercreditor
Agreement  shall govern and control.  The  Administrative  Agent  covenants  and
agrees  that it  shall  provide  the  Grantors  with a copy  of any  amendments,
waivers,  supplements  or other  modifications  to the  Intercreditor  Agreement
promptly after it has knowledge of the same and no changes to the  Intercreditor
Agreement  (other than those  acknowledged  by the  Borrower)  shall  effect the
obligations  of the  Grantors  hereunder  other  than  in  connection  with  the
perfection of the liens and security  interests  granted  herein as set forth in
Section 3.2(b) hereof.

                            [SIGNATURE PAGES FOLLOW]


                                       30


            IN WITNESS  WHEREOF,  each of the undersigned has caused this Second
Lien Guaranty and Security Agreement to be duly executed and delivered as of the
date first above written.

                                   GOAMERICA, INC., as Borrower

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   HOVRS ACQUISITION CORPORATION, as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   GOAMERICA RELAY SERVICES CORP., as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   GOAMERICA COMMUNICATIONS CORP., as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer



                                   WYND COMMUNICATIONS CORPORATION,
                                   as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   HOTPAPER.COM, INC., as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   OUTBACK RESOURCE GROUP, INC., as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   HOSLS ACQUISITION CORPORATION, as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer


                                        2


            IN WITNESS  WHEREOF,  the  undersigned  Grantor,  in its capacity as
successor to Merger Sub and the  Surviving  Corporation  of the Hands On Merger,
has caused this Second Lien  Guaranty and Security  Agreement to be executed and
delivered by its duly authorized officer as of the date first set forth above at
the effective time of the Hands On Merger.

                                   HANDS ON VIDEO RELAY SERVICES INC.,
                                      as Grantor

                                   By: /s/ Daniel R. Luis
                                       -----------------------------
                                   Name: Daniel R. Luis
                                   Title: Co-Chief Executive Officer


                                       3


ACCEPTED AND AGREED
as of the date first above written:

CLEARLAKE CAPITAL GROUP, L.P., as
Administrative Agent

By: CCG Operations, LLC
Its: General Partner

By /s/ Behdad Eghbali
   ---------------------------
   Name: Behdad Eghbali
   Title: Authorized Signatory


                                       4

EX-10.5

                                                                    Exhibit 10.5

                                                               Execution Version

                             INTERCREDITOR AGREEMENT
                             -----------------------

            INTERCREDITOR  AGREEMENT (this  "Agreement") dated as of January 10,
2008,  by and  between  the First  Lien  Administrative  Agent,  the First  Lien
Collateral Agent and the Second Lien Agent (each as defined below).

                                    RECITALS:

            WHEREAS,  GoAmerica, Inc., a Delaware corporation (together with its
successors and assigns, including any receiver, trustee or debtor-in-possession,
the  "Borrower"),   the  Lenders  (as  defined  therein)  (together  with  their
successors and assigns,  the "First Lien Lenders"),  Churchill Financial LLC, as
administrative  agent, and Ableco Finance LLC, as collateral  agent, are parties
to a Credit  Agreement  dated as of January 10,  2008 (as  amended or  otherwise
modified from time to time in accordance with the terms of this  Agreement,  the
"Initial First Lien Loan  Agreement"),  pursuant to which the First Lien Lenders
have  made and will from time to time make  loans and  provide  other  financial
accommodations to the Borrower;

            WHEREAS,  the Borrower,  the Lenders (as defined therein)  (together
with their  successors  and assigns,  the "Second Lien  Lenders")  and Clearlake
Capital  Group,  L.P., as agent,  are parties to a Second Lien Credit  Agreement
dated as of January 10, 2008 (as amended or otherwise modified from time to time
in accordance  with the terms of this  Agreement,  the "Initial Second Lien Loan
Agreement") pursuant to which the Second Lien Lenders have made certain loans to
the Borrower;

            WHEREAS,  the  Borrower and the other  Obligors (as defined  herein)
have granted to the First Lien  Collateral  Agent,  for the benefit of the First
Lien Creditors (as defined  below),  a Lien (as defined below) on  substantially
all of their assets and properties,  all as more  particularly  described in the
First Lien Documents (as defined below);

            WHEREAS,  the  Borrower and the other  Obligors  have granted to the
Second Lien Agent,  for the  benefit of the Second  Lien  Creditors  (as defined
below), a Lien on substantially all of their assets and properties,  all as more
particularly described in the Second Lien Documents (as defined below);

            WHEREAS,  the  Second  Lien  Agent,  on  behalf of the  Second  Lien
Creditors,  and the First Lien  Agents,  on behalf of the First Lien  Creditors,
wish to set forth their agreement as to certain of their  respective  rights and
obligations with respect to the Collateral and their  understanding  relative to
their respective positions in the Collateral; and

            NOW,  THEREFORE,  in  consideration  of the  premises and the mutual
covenants herein contained, the parties hereto agree as follows:

      Section 1. Definitions.

      1.1 General Terms.  As used in this  Agreement,  the following terms shall
have the respective  meanings  indicated  below,  such meanings to be applicable
equally to both the singular and the plural forms of the terms defined:



            "Agent"  means the First Lien Agents or the Second  Lien  Agent,  as
applicable.

            "Agent's Notice" shall have the meaning set forth in Section 5.1.

            "Agreement" shall have the meaning set forth in the preamble hereof.

            "Bankruptcy  Code"  means the  provisions  of Title 11 of the United
States Code, 11 U.S.C. ss.ss.101 et seq.

            "Bankruptcy  Law" means the  Bankruptcy  Code and any other federal,
state or foreign bankruptcy, insolvency, receivership or similar law.

            "Borrower" shall have the meaning set forth in the recitals hereof.

            "Business  Day" means any day of the year that is not a Saturday,  a
Sunday or a day on which banks are required or  authorized  to close in New York
City.

            "Collateral" means all assets and properties of any kind whatsoever,
real or personal,  tangible or intangible and wherever located,  of any Obligor,
whether now owned or hereafter acquired,  upon which a Lien (including,  without
limitation,  any Liens granted in any Insolvency Proceeding) is now or hereafter
granted  or  purported  to be  granted  by such  Person  in favor  of a  Secured
Creditor, as security for all or any part of the Obligations.

            "Debt  Action"  means (a) the  filing of a  lawsuit  by any  Secured
Creditor solely to collect the Obligations owed to such Secured Creditor and not
to exercise their secured  creditor  remedies in respect of the collateral,  (b)
the demand by any Secured Creditor for accelerated payment of any and all of the
Obligations owed to such Secured Creditor, (c) the filing of any notice of claim
and the  voting of any such  claim in any  Insolvency  Proceeding  involving  an
Obligor,  (d) the filing of any motion in any Insolvency  Proceeding  consistent
with the term of this Agreement, (e) the filing of any defensive pleading in any
Insolvency  Proceeding  consistent  with the terms of this  Agreement or (f) the
filing of any pleadings,  objections,  motions or agreements which assert rights
or interests  available to unsecured creditors of the Obligors arising under any
Insolvency Proceeding or applicable non-bankruptcy law.

            "DIP Financing" shall have the meaning set forth in Section 6.2.

            "DIP Liens" shall have the meaning set forth in Section 6.2.

            "Disposition"  means any sale,  lease,  exchange,  transfer or other
disposition, and "Dispose" and "Disposed of" shall have correlative meanings.

            "Documents"  means the First  Lien  Documents  and the  Second  Lien
Documents, or any of them.

            "Enforcement Action" means (a) any action by any Secured Creditor to
foreclose  on the Lien of such Person in any  Collateral,  (b) any action by any
Secured Creditor to take possession of, or sell or otherwise realize upon, or to
exercise any other rights or remedies with respect to, any Collateral, including
any Disposition after the occurrence of an Event of


                                       2


Default of any Collateral by an Obligor with the consent of, or at the direction
of, a  Secured  Creditor,  (c) the  taking  of any  other  actions  by a Secured
Creditor  against any Collateral,  including the taking of control or possession
of, or the  exercise  of any right of setoff  with  respect  to, any  Collateral
and/or (d) the commencement by any Secured Creditor of any legal  proceedings or
actions against or with respect to any Obligor or any of such Obligor's property
or assets or any  Collateral  to  facilitate  any of the  actions  described  in
clauses (a), (b) and (c) above,  including the  commencement  of any  Insolvency
Proceeding; provided that this definition shall not include any Debt Action.

            "Event of Default" means each "Event of Default" or similar term, as
such term is defined in any First Lien Document or any Second Lien Document.

            "Final  Order" means an order of the  Bankruptcy  Court or any other
court of  competent  jurisdiction  as to which the time to appeal,  petition for
certiorari,  or move for  reargument or rehearing has expired and as to which no
appeal,  petition  for  certiorari,  or  other  proceedings  for  reargument  or
rehearing  shall  then be  pending,  or, in the event  that an  appeal,  writ of
certiorari,  or reargument or rehearing  thereof has been filed or sought,  such
order of the  Bankruptcy  Court or other court of competent  jurisdiction  shall
have been  affirmed by the highest  court to which such order was  appealed,  or
from which certiorari,  reargument or rehearing was sought, and the time to take
any further appeal,  petition for certiorari or move for reargument or rehearing
shall have expired; provided that the possibility that a motion under Rule 59 or
Rule 60 of the Federal Rules of Civil  Procedure or any analogous rule under the
Federal Rules of Bankruptcy  Procedure or applicable  state court rules of civil
procedure,  may be filed with  respect to such order  shall not cause such order
not to be a Final Order.

            "First Lien  Administrative  Agent" means Churchill Financial LLC in
its  capacity as  administrative  agent for the First Lien  Creditors  under the
First Lien Documents, and its successors and assigns in such capacity (including
one or more other agents or similar contractual  representatives for one or more
lenders that at any time succeeds to or refinances,  replaces or substitutes for
any or all of the First Lien Obligations at any time and from time to time).

            "First Lien Agents"  means the First Lien  Administrative  Agent and
the First Lien Collateral Agent, collectively.

            "First Lien  Avoidance"  shall have the meaning set forth in Section
6.4.

            "First  Lien  Collateral  Agent"  means  Ableco  Finance  LLC in its
capacity as collateral  agent for the First Lien Creditors  under the First Lien
Documents,  and its  successors  and assigns in such capacity  (including one or
more other agents or similar contractual representatives for one or more lenders
that at any time succeeds to or refinances,  replaces or substitutes  for any or
all of the First Lien Obligations at any time and from time to time).

            "First Lien Creditors"  means the First Lien Agents,  the First Lien
Lenders and the other Persons from time to time holding First Lien Obligations.


                                       3


            "First  Lien  Deficiency"  means  any  portion  of  the  First  Lien
Obligations consisting of an allowed unsecured claim under Section 506(a) of the
Bankruptcy  Code (or any similar  provision  under any other  Bankruptcy Law) as
determined by a Final Order.

            "First Lien Documents" means the First Lien Loan Agreement, all Loan
Documents  (as such term is defined in the First  Lien Loan  Agreement)  and all
other  agreements,  documents  and  instruments  at  any  time  executed  and/or
delivered by any Obligor or any other  Person with,  to or in favor of the First
Lien  Agents or any First  Lien  Creditor  in  connection  therewith  or related
thereto,  including such documents  evidencing  successive  Refinancings  of the
First  Lien  Obligations,  in each  case,  as  amended,  amended  and  restated,
supplemented,  modified,  replaced,  substituted or renewed from time to time in
accordance with the terms of this Agreement.

            "First  Lien  Lenders"  shall  have  the  meaning  set  forth in the
recitals hereto.

            "First  Lien  Letter of Credit  Obligations"  means all  outstanding
obligations incurred by or owing to the First Lien Creditors,  whether direct or
indirect,  contingent  or  otherwise,  due or not due,  in  connection  with the
issuance  of  letters  of credit by a First  Lien  Creditor  or  another  issuer
pursuant to the First Lien  Documents  or the purchase of a  participation  with
respect  to any such  letter  of  credit,  including  any  unpaid  reimbursement
obligations in respect  thereof.  The amount of such First Lien Letter of Credit
Obligations  shall equal the maximum  amount that may be payable at such time or
at any time  thereafter by or to the First Lien Creditors  thereupon or pursuant
thereto.

            "First Lien Loan  Agreement"  means (a) the Initial  First Lien Loan
Agreement  and (b) each loan or  credit  agreement  evidencing  any  initial  or
subsequent replacement, substitution, renewal, or Refinancing of the Obligations
under the Initial First Lien Loan  Agreement,  in each case only as the same may
from time to time be amended,  amended  and  restated,  supplemented,  modified,
replaced,  substituted,  renewed or Refinanced  in accordance  with the terms of
this Agreement.

            "First Lien Loans" means any loans or advances outstanding under the
First Lien Documents.

            "First Lien  Obligations"  means all  obligations,  liabilities  and
indebtedness of every kind,  nature and description  owing by one or more of the
Obligors  to one or more of the First  Lien  Creditors  evidenced  by or arising
under one or more of the First Lien  Documents  (including any First Lien Loans,
First Lien Letter of Credit Obligations and Hedging Obligations), whether direct
or indirect,  absolute or contingent,  joint or several, due or not due, primary
or  secondary,  liquidated  or  unliquidated,   including  principal,  interest,
charges, fees, costs, indemnities and expenses, however evidenced (including any
costs,  expenses or other amounts  incurred or advanced in  connection  with any
Enforcement  Action  or  Release  Event),  and  whether  as  principal,  surety,
endorser,  guarantor or  otherwise,  whether now existing or hereafter  arising,
whether arising  before,  during or after the initial or any renewal term of the
First  Lien Loan  Agreement  and  whether  arising  before,  during or after the
commencement  of any  Insolvency  Proceeding  with respect to one or more of the
Obligors (and  including the payment of any  principal,  interest,  fees,  cost,
expenses and other amounts  (including default rate interest)


                                       4


which would accrue and become due but for the  commencement  of such  Insolvency
Proceeding  whether or not such  amounts are allowed or allowable in whole or in
part in any such Insolvency Proceeding).

            "First  Lien  Secured  Claims"  means any  portion of the First Lien
Obligations not constituting a First Lien Deficiency.

            "First Lien Termination Date" means the date on which all First Lien
Obligations have been Paid in Full.

            "Hedging Obligations" means all obligations of any Obligor under and
in respect of any Secured Hedging  Agreement (or any similar or equivalent term)
under and as defined in the First Lien Loan Agreement.

            "Initial First Lien Loan Agreement" shall have the meaning set forth
in the recitals hereto.

            "Initial  Second  Lien Loan  Agreement"  shall have the  meaning set
forth in the recitals hereto.

            "Insolvency  Proceeding"  means,  as to  any  Obligor,  any  of  the
following:  (a) any case or  proceeding  with  respect to such Person  under the
Bankruptcy  Code  or  any  other  federal  or  state   bankruptcy,   insolvency,
reorganization or other law affecting  creditors' rights or any other or similar
proceedings  seeking  any  stay,  reorganization,  arrangement,  composition  or
readjustment  of the  obligations  and  indebtedness  of such  Obligor,  (b) any
proceeding  seeking  the  appointment  of  any  trustee,  receiver,  liquidator,
custodian or other insolvency  official with similar powers with respect to such
Obligor or any of its assets, (c) any proceeding for liquidation, dissolution or
other winding up of the business of such Obligor or (d) any  assignment  for the
benefit of creditors or any marshalling of assets of such Obligor.

            "Junior Adequate  Protection Liens" shall have the meaning set forth
in Section 6.2(b).

            "Lien" means any  mortgage,  deed of trust,  pledge,  hypothecation,
assignment, charge, deposit arrangement,  encumbrance, easement, lien (statutory
or otherwise),  security  interest or other security  arrangement  and any other
preference,   priority  or  preferential  arrangement  of  any  kind  or  nature
whatsoever,  including any  conditional  sale contract or other title  retention
arrangement, the interest of a lessor under a capital lease and any synthetic or
other  financing lease having  substantially  the same economic effect as any of
the foregoing.

            "Maximum  First  Lien  Principal  Amount"  means,  as of any date of
determination,  (a) $66,000,000  minus (b) the sum of all principal  payments of
term  loans  constituting  First  Lien  Obligations   (including  voluntary  and
mandatory  prepayments)  and permanent  reductions of revolving loan commitments
under the  First  Lien  Documents  after the date  hereof  plus (c)  solely as a
component  of a DIP  Financing,  the  additional  amount  permitted  pursuant to
Section 6.2(a)(iii) plus (d) interest,  fees, costs,  expenses,  indemnities and
other amounts payable pursuant to the terms of the First Lien Documents, whether
or not the same are added to the principal  amount of the First Lien Obligations
and including  the same as would


                                       5


accrue and  become due but for the  commencement  of an  Insolvency  Proceeding,
whether or not such  amounts are allowed or allowable in whole or in part in any
such Insolvency Proceeding.

            "Maximum  Second  Lien  Principal  Amount"  means  as of any date of
determination,  an  amount  equal to (a)  $30,000,000,  minus (b) the sum of all
principal payments of term loans constituting Second Lien Obligations (including
voluntary and mandatory  prepayments) after the date hereof,  plus (c) interest,
fees,  costs,  expenses,  indemnities and other amounts payable  pursuant to the
terms of the  Second  Lien  Documents,  whether or not the same are added to the
principal  amount of the Second Lien Obligations and including the same as would
accrue and  become due but for the  commencement  of an  Insolvency  Proceeding,
whether or not such  amounts are allowed or allowable in whole or in part in any
such Insolvency Proceeding.

            "New First Lien Agents"  shall have the meaning set forth in Section
4.5(a).

            "New  First Lien  Documents"  shall  have the  meaning  set forth in
Section 4.5(a).

            "New First Lien  Obligations"  shall have the  meaning  set forth in
Section 4.5(a).

            "New Second Lien Agent"  shall have the meaning set forth in Section
4.5(b).

            "New  Second  Lien  Documents"  shall have the  meaning set forth in
Section 4.5(b).

            "New  Second Lien  Obligations"  shall have the meaning set forth in
Section 4.5(b).

            "Obligations"  means the First Lien  Obligations and the Second Lien
Obligations, or any of them.

            "Obligor"  means  Borrower  and each  other  Person  liable on or in
respect of the  Obligations or that has granted a Lien on any property or assets
as Collateral,  together with such Person's successors and assigns,  including a
receiver, trustee or debtor-in-possession on behalf of such Person.

            "Paid in Full" or  "Payment  in Full"  means,  with  respect  to any
Obligations,   that:  (a)  all  of  such  Obligations   (other  than  contingent
indemnification  obligations  for which no underlying  claim has been  asserted)
have been paid,  performed  or  discharged  in full  (with all such  Obligations
consisting of monetary or payment obligations having been paid in full in cash),
(b) no Person has any  further  right to obtain  any  loans,  letters of credit,
bankers' acceptances, or other extensions of credit under the documents relating
to such Obligations and (c) any and all letters of credit,  bankers' acceptances
or similar  instruments  issued under such  documents  have been  cancelled  and
returned (or backed by stand-by guarantees or cash collateralized) in accordance
with the terms of such documents.

            "Pay-Over  Amount"  shall  have the  meaning  set  forth in  Section
6.2(b).


                                       6


            "Permitted  Collateral  Sale" means any Disposition of Collateral so
long as such  Disposition  is permitted  under the First Lien Loan Agreement and
the Second Lien Loan Agreement,  each as in effect on the date hereof.  The term
Permitted  Collateral  Sale  shall not  include  any  Disposition  occurring  or
effected  under any  circumstance  or condition  described in the  definition of
"Release Event".

            "Person" means an individual, partnership,  corporation (including a
business trust and a public benefit corporation),  joint stock company,  estate,
association, firm, enterprise, trust, limited liability company,  unincorporated
association,  joint  venture,  governmental  authority  or any  other  entity or
regulatory body.

            "Proceeds"  means (a) all  "Proceeds" as defined in Article 9 of the
UCC with respect to the  Collateral and (b) whatever is recoverable or recovered
when  Collateral  is  sold,  exchanged,   collected,  or  disposed  of,  whether
voluntarily or involuntarily.

            "Purchase Notice" shall have the meaning set forth in Section 5.1.

            "Refinance",  "Refinancings"  and "Refinanced"  means, in respect of
any Obligations, to issue other indebtedness in exchange or replacement for such
Obligations, in whole or in part.

            "Release Documents" shall have the meaning set forth in Section 2.5.

            "Release  Event" means the taking of any  Enforcement  Action by the
First Lien Creditors  against all or any portion of the Collateral  (including a
Disposition  conducted by any Obligor with the consent of the First Lien Agents)
or, after the closing of a sale of all or any portion of the Collateral pursuant
to an order of the  Bankruptcy  Court under Section 363 of the  Bankruptcy  Code
authorizing the sale of all or any portion of the Collateral.

            "Requisite  Second  Lien  Creditors"  means  Second  Lien  Creditors
holding more than 50% of the  outstanding  principal  balance of the Second Lien
Loans.

            "Second Lien Adequate  Protection  Payments"  shall have the meaning
set forth in Section 6.2(b).

            "Second  Lien Agent"  means  Clearlake  Capital  Group,  L.P. in its
capacity as administrative  agent for the Second Lien Creditors under the Second
Lien  Documents,  and its  permitted  successors  and  assigns in such  capacity
(including  one or more  other  administrative  agents  or  similar  contractual
representatives  for  one or  more  lenders  that  at any  time  succeeds  to or
refinances,  replaces  or  substitutes  for  any  or  all  of  the  Second  Lien
Obligations at any time and from time to time).

            "Second Lien Creditors" means the Second Lien Agent, the Second Lien
Lenders and the other Persons from time to time holding Second Lien Obligations.

            "Second Lien Default"  means any "Event of Default" under the Second
Lien Documents.


                                       7


            "Second Lien Default  Notice"  means with respect to any Second Lien
Default,  a written  notice from the Second Lien Agent to the First Lien Agents,
with a copy to the  Obligors,  indicating  that such  Second  Lien  Default  has
occurred and describing such Second Lien Default in reasonable detail.

            "Second  Lien  Deficiency"  means any  portion  of the  Second  Lien
Obligations consisting of an allowed unsecured claim under Section 506(a) of the
Bankruptcy  Code (or any similar  provision  under any other  Bankruptcy Law) as
determined by a Final Order.

            "Second Lien Documents"  means the Second Lien Loan  Agreement,  all
Loan  Documents (as such term is defined in the Second Lien Loan  Agreement) and
all other  agreements,  documents and  instruments  at any time executed  and/or
delivered by any Obligor or any other Person with,  to or in favor of the Second
Lien  Agent or any Second  Lien  Creditor  in  connection  therewith  or related
thereto,  including such documents  evidencing  successive  Refinancings  of the
Second  Lien  Obligations  in each  case,  as  amended,  amended  and  restated,
supplemented,  modified,  replaced,  substituted or renewed from time to time in
accordance with the terms of this Agreement.

            "Second  Lien  Lenders"  shall  have the  meaning  set  forth in the
recitals hereto.

            "Second Lien Loan Agreement"  means (a) the Initial Second Lien Loan
Agreement  and (b) each loan or credit  agreement  evidencing  any  replacement,
substitution,  renewal,  or Refinancing of the Obligations under the Second Lien
Loan  Agreement,  in each case as  amended,  restated,  supplemented,  replaced,
substituted or Refinanced in accordance with the terms of this Agreement.

            "Second  Lien Loans" means the loans or advances  outstanding  under
the Second Lien Documents.

            "Second Lien  Obligations"  means all  obligations,  liabilities and
indebtedness of every kind, nature and description owing by one or more Obligors
to one or more of the Second Lien Creditors evidenced by or arising under one or
more of the Second Lien  Documents  (including  the Second Lien Loans),  whether
direct or indirect,  absolute or contingent,  joint or several,  due or not due,
primary or secondary, liquidated or unliquidated, including principal, interest,
charges,  fees, costs,  indemnities and reasonable expenses,  however evidenced,
whether as principal,  surety,  endorser,  guarantor or  otherwise,  whether now
existing or  hereafter  arising,  whether  arising  before,  during or after the
initial  or any  renewal  term of the Second  Lien Loan  Agreement  and  whether
arising before,  during or after the  commencement of any Insolvency  Proceeding
with respect to any Obligor (and  including the payment of interest  which would
accrue and become due but for the  commencement of such  Insolvency  Proceeding,
whether or not such  interest is allowed or allowable in whole or in part in any
such Insolvency Proceeding).

            "Second Lien Payment  Default" means an "Event of Default" under the
Second Lien Documents as a result of the failure to pay when due, any principal,
interest, premium or fees under the Second Lien Documents.

            "Second  Lien Secured  Claims"  means any portion of the Second Lien
Obligations not constituting a Second Lien Deficiency.


                                       8


            "Second Lien Termination Date" means January 10, 2015.

            "Secured  Claims"  means the First Lien  Secured  Claims  and/or the
Second Lien Secured Claims as the context may require.

            "Secured  Creditors"  means the First Lien  Creditors and the Second
Lien Creditors, or any of them.

            "Senior Adequate  Protection Liens" shall have the meaning set forth
in Section 6.2(a).

            "Short Fall" shall have the meaning set forth in Section 6.2(b).

            "Standstill  Period"  means the period  commencing  on the date of a
Second  Lien  Default  and ending  upon the date which is the earlier of (a) 180
days after the First Lien Agents have received a Second Lien Default Notice with
respect to such  Second  Lien  Default  and (b) the date on which the First Lien
Obligations  have been Paid in Full;  provided  that in the event that as of any
day  during  such 180 days,  no Second  Lien  Default  is  continuing,  then the
Standstill Period shall be deemed not to have commenced.

            "UCC"  means  the  Uniform   Commercial   Code  of  any   applicable
jurisdiction  and,  if the  applicable  jurisdiction  shall not have any Uniform
Commercial  Code, the Uniform  Commercial  Code as in effect in the State of New
York.

            "UCC Notice" shall have the meaning set forth in Section 3.1.

      1.2 Certain  Matters of  Construction.  The words  "hereof",  "herein" and
"hereunder"  and words of similar import when used in this Agreement shall refer
to  this  Agreement  as a  whole  and not to any  particular  provision  of this
Agreement  and  section  references  are  to  this  Agreement  unless  otherwise
specified.  For purposes of this Agreement,  the following  additional  rules of
construction shall apply: (a) wherever from the context it appears  appropriate,
each term stated in either the singular or plural shall include the singular and
the plural,  and pronouns  stated in the  masculine,  feminine or neuter  gender
shall  include  the  masculine,  the  feminine  and the  neuter,  (b)  the  term
"including" shall not be limiting or exclusive, unless specifically indicated to
the  contrary,  (c) all  references  to statutes and related  regulations  shall
include any amendments of same and any successor  statutes and  regulations  and
(d) unless otherwise specified, all references to any instruments or agreements,
including  references to any of this Agreement and the Documents,  shall include
any and all  modifications  or amendments  thereto and any and all extensions or
renewals thereof, in each case, made in accordance with the terms hereof.

      Section 2. Security Interests; Priorities.

      2.1  Priorities.  Each Secured  Creditor  hereby  acknowledges  that other
Secured  Creditors  have been granted Liens upon the  Collateral to secure their
respective Obligations. The Liens of the First Lien Agents on the Collateral are
and shall be senior and prior in right to the Liens of the Second  Lien Agent on
the  Collateral,  and such Liens of the Second Lien Agent on the  Collateral are
and shall be junior and  subordinate to the Liens of the First Lien Agents.


                                       9


The priorities of the Liens provided in this Section 2.1 shall not be altered or
otherwise  affected  by  any  amendment,  modification,  supplement,  extension,
renewal, restatement,  replacement or Refinancing of any of the Obligations, nor
by any action or inaction which any of the Secured Creditors may take or fail to
take in respect of the  Collateral.  All Liens on the  Collateral  securing  any
First Lien  Obligations  shall be and remain senior in all respects and prior to
all  Liens on the  Collateral  securing  any  Second  Lien  Obligations  for all
purposes,  whether or not such Liens  securing  any First Lien  Obligations  are
subordinated  to any Lien securing any other  obligation  of the  Borrower,  any
other  Obligor  or any other  Person.  The  Second  Lien Agent for itself and on
behalf of the Second Lien Creditors  expressly agrees that any Lien purported to
be granted on any Collateral as security for the First Lien Obligations shall be
and  remain  senior in all  respects  and  prior to all Liens on the  Collateral
securing any Second Lien Obligations for all purposes  regardless of whether the
Lien  purported  to be granted  is found to be  improperly  granted,  improperly
perfected,  a fraudulent  conveyance  or legally or  otherwise  deficient in any
manner.  Notwithstanding  the foregoing and any other  provision to the contrary
contained in this  Agreement,  the  subordination  of Liens provided for in this
Agreement  shall not be effective  with respect to any part of the Collateral in
which  the  Liens of the First  Lien  Agents  and the  First  Lien  Lenders  are
equitably  subordinated  or not  allowed in a Final  Order  pursuant  to Section
510(c) of the Bankruptcy Code, in each case, as a result of the willful bad acts
of the First Lien  Agents or the First Lien  Lenders,  in which event the Second
Lien Agent and the Second Lien  Lenders  shall be entitled to receive and retain
all Proceeds  with respect to such  Collateral to the extent the Liens of Second
Lien Agent and the Second Lien Lenders are not also  equitably  subordinated  or
not allowed in a Final Order pursuant to Section 510(c) of the Bankruptcy  Code,
in each case,  as a result of the  willful  bad acts of the Second Lien Agent or
the Second Lien Lenders.

      2.2 No Alteration of Priority.  The priorities set forth in this Agreement
are applicable  irrespective  of the order or time of attachment,  or the order,
time or manner of  perfection,  or the order or time of filing or recordation of
any document or  instrument,  or other  method of  perfecting a Lien in favor of
each Secured  Creditor in any Collateral,  and  notwithstanding  any conflicting
terms or conditions which may be contained in any of the Documents.

      2.3 Perfection;  Contesting  Liens.  Each Secured Creditor shall be solely
responsible  for  perfecting and  maintaining  the perfection of its Lien in the
Collateral in which such Secured Creditor has been granted a Lien. The foregoing
provisions of this Agreement are intended  solely to govern the respective  Lien
priorities  as among the Secured  Creditors  and shall not impose on any Secured
Creditor  any  obligations  in respect of the  Disposition  of  proceeds  of any
Collateral that would conflict with prior  perfected  claims therein in favor of
any other Person or any order or decree of any court or  governmental  authority
or any applicable  law. Each Secured  Creditor agrees that it will not institute
or join in any contest of the validity,  perfection,  priority or enforceability
of  the  Liens  of  the  other  Secured   Creditor  in  the  Collateral  or  the
enforceability  of the First Lien  Obligations  or the Second Lien  Obligations;
provided that nothing in this Agreement  shall be construed to prevent or impair
the rights of the First Lien  Agents or the  Second  Lien Agent to enforce  this
Agreement, including the provisions hereof relating to Lien priority.

      2.4 Proceeds of  Collateral.  Any  Collateral or Proceeds  received by any
Second  Lien  Creditor  including,   without  limitation,  any  such  Collateral
constituting  Proceeds, or any payment prohibited under Section 4.3(b), that may
be received by any Second Lien Creditor in violation


                                       10


of this Agreement,  shall be segregated and held in trust and promptly paid over
to the First Lien Agents,  for the benefit of the First Lien  Creditors,  in the
same form as received,  with any  necessary  endorsements,  and each Second Lien
Creditor hereby authorize the First Lien Agents to make any such endorsements as
agent for the Second Lien Agent  (which  authorization,  being  coupled  with an
interest,  is  irrevocable).  All Collateral and Proceeds  received by any First
Lien Creditor prior to the First Lien  Termination  Date shall be applied to the
First Lien Obligations, and Collateral and all Proceeds received after the First
Lien  Termination  Date shall be forthwith  paid over,  in the kind or funds and
currency  received,  to the Second Lien Creditors for  application to the Second
Lien Obligations (unless otherwise required by law or court order).

      2.5 Release of Collateral Upon Permitted  Collateral Sale. The Second Lien
Agent, on behalf of the Second Lien  Creditors,  shall at any time in connection
with any  Permitted  Collateral  Sale:  (a) upon the  request  of the First Lien
Agents with respect to the Collateral subject to such Permitted Collateral Sale,
release or otherwise terminate its Liens on such Collateral (and/or, in the case
of a Permitted  Collateral  Sale consisting of the sale or disposition of all or
substantially all of the equity interests or assets of any Obligor, release such
Obligor from its obligations under the relevant Documents), (b) promptly deliver
such  terminations  of financing  statements,  partial lien  releases,  mortgage
satisfactions and discharges, endorsements,  assignments or other instruments of
transfer,  termination or release  (collectively,  "Release Documents") and take
such further actions as the First Lien Agents shall reasonably  require in order
to release and/or terminate such Second Lien Agent's Liens on the Collateral (or
release such Obligor) subject to such Permitted  Collateral Sale (the First Lien
Agents  acknowledge and agree that the Release Documents  relating to the Second
Lien Agent's Lien on any such  Collateral  shall not be filed or recorded unless
and until the Release Documents  relating to the First Lien Agents' Lien on such
Collateral  are  filed  or  recorded);  provided  that  if  the  closing  of the
Disposition  of the  Collateral  is not  consummated  within  30 days  from  the
proposed closing date or any agreement governing such Permitted  Collateral Sale
is  terminated  by any of the  parties  thereto,  the First  Lien  Agents  shall
promptly return all Release Documents to the Second Lien Agent and (c) be deemed
to have consented  under the Second Lien Documents to such Permitted  Collateral
Sale free and clear of the  Second  Lien  Agent's  security  interest  (it being
understood that the Second Lien Agent shall still,  subject to the terms of this
Agreement,  have a  security  interest  with  respect  to the  proceeds  of such
Collateral)  and to have waived the  provisions of the Second Lien  Documents to
the extent necessary to permit such transaction.

      2.6 Release of Collateral  Upon Release Event.  The Second Lien Agent,  on
behalf of the Second Lien  Creditors,  shall,  at any time in connection  with a
Release Event with respect to any Collateral:  (a) upon the request of the First
Lien Agents with respect to the Collateral  subject to such Release Event (which
request will specify the principal  proposed  terms of the sale and the type and
amount of  consideration  expected  to be  received  in  connection  therewith),
release or otherwise terminate its Liens on such Collateral (and/or, in the case
of a Disposition  consisting of the sale or disposition of all or  substantially
all of the equity interests or assets of any Obligor,  release such Obligor from
its obligations under the relevant Documents),  to the extent the Disposition of
such  Collateral  is  either  by (i) the First  Lien  Agents or their  agents or
representatives  or  (ii)  any  Obligor  with  the  consent  of the  First  Lien
Creditors,  (b) be deemed to have  consented  under the Second Lien Documents to
such  Disposition  free and clear of the  Second  Lien  Agent's  Liens (it being
understood that the Second Lien Agent shall still,  subject to the terms of this
Agreement,  have a  security  interest  with  respect  to the  proceeds  of such


                                       11


Collateral)  and to have  waived the  provisions  of the Second  Lien  Documents
(other than this Agreement) to the extent  necessary to permit such  transaction
and (c) deliver such Release  Documents  and take such further  actions as First
Lien Agents may reasonably require in connection  therewith;  provided that, (i)
such  release  by the Second  Lien  Creditors  shall not extend to or  otherwise
affect any of the rights of the Second Lien  Creditors to the proceeds  from any
such  Disposition  of Collateral,  (ii) the First Lien Creditors  shall promptly
apply such proceeds to permanently pay the First Lien Obligations until the same
have been Paid in Full, (iii) after such  application,  any excess proceeds from
such  Disposition  shall be applied in accordance with the provisions of Section
2.4 hereof and (iv) no such  release  and/or  authorization  documents  shall be
delivered  (A) to any Obligor or (B) more than 2 Business Days prior to the date
of the closing of the Disposition of such  Collateral;  provided further that if
the closing of the  Disposition of the Collateral  subject to such Release Event
is not  consummated  within  30 days of the  proposed  date  of  closing  or any
agreement governing such Disposition is terminated,  the First Lien Agents shall
promptly return all Release Documents to the Second Lien Agent.

      2.7 Power of  Attorney.  The Second Lien  Agent,  on behalf of each Second
Lien Creditor, hereby irrevocably constitutes and appoints the First Lien Agents
and any officers of the First Lien Agents,  with full power of substitution,  as
its true and lawful  attorney-in-fact  with full irrevocable power and authority
in the place and stead of the  Second  Lien  Agent and in the name of the Second
Lien  Agent or in the First  Lien  Agents'  own name,  from time to time in such
First Lien  Agents'  discretion,  for the purpose of  carrying  out the terms of
Sections  2.5 and 2.6  hereof,  to take any and all  appropriate  action  and to
execute  any and  all  documents  and  instruments  which  may be  necessary  or
reasonably desirable to accomplish the purposes of such Sections,  including any
Release Documents,  and, in addition,  to take any and all other appropriate and
commercially reasonable action for the purpose of carrying out the terms of such
Sections,  such power of attorney being coupled with an interest and irrevocable
until the First Lien Termination Date. The Second Lien Agent hereby ratifies all
that said  attorneys  shall  lawfully do or cause to be done  pursuant to and in
accordance with the power of attorney  granted in this Section 2.7. No Person to
whom this power of attorney is presented, as authority for the First Lien Agents
to take any action or actions  contemplated hereby, shall be required to inquire
into or seek  confirmation  from any Second Lien Creditor as to the authority of
the  First  Lien  Agents  to take  any  action  described  herein,  or as to the
existence of or fulfillment of any condition to this power of attorney, which is
intended to grant to the First Lien Agents the authority to take and perform the
actions  contemplated herein. The Second Lien Agent irrevocably waives any right
to commence any suit or action, in law or equity,  against any Person which acts
in reliance  upon or  acknowledges  the  authority  granted  under this power of
attorney.

      2.8 Waiver.  Each of the First Lien Agents, on behalf of each of the First
Lien Creditors,  and the Second Lien Agent, on behalf of each of the Second Lien
Creditors, (a) waives any and all notice of the creation,  renewal, extension or
accrual of any of the Obligations  under the Documents and notice of or proof of
reliance by the Secured  Creditors upon this  Agreement and protest,  demand for
payment  or notice  except to the  extent  otherwise  specified  herein  and (b)
acknowledges  and agrees that the other Secured  Creditors  have relied upon the
Lien priority and other provisions  hereof in entering into the Documents and in
making funds available to the Obligors thereunder.


                                       12


      2.9 Notice of Interest In Collateral. This Agreement is intended, in part,
to constitute an authenticated  notification of a claim by each Secured Creditor
to the other  Secured  Creditors of an interest in the  Collateral in accordance
with the provisions of Sections 9-611 and 9-621 of the UCC.

      2.10 New  Liens.  Subject  to the  other  terms of this  Agreement  in all
respects,

            (a) the  parties  hereto  agree that no  additional  Liens  shall be
granted or permitted on any asset of the Borrower or any other Obligor to secure
any Second  Lien  Obligation  unless,  subject  to the terms of this  Agreement,
immediately  after  giving  effect to such grant or  concurrently  therewith,  a
senior  and prior  Lien  shall be granted on such asset to secure the First Lien
Obligations.  To the extent that the foregoing  provisions are not complied with
for any reason,  without limiting any other rights and remedies available to the
First Lien Agents  and/or the First Lien  Creditors,  the Second Lien Agent,  on
behalf of the Second Lien  Creditors,  agrees  that any  amounts  received by or
distributed  to any of them  pursuant  to or as a  result  of Liens  granted  in
contravention  of this  Section  2.10  shall  be  subject  to the  terms of this
Agreement; and

            (b) the  parties  hereto  agree that no  additional  Liens  shall be
granted or permitted on any asset of the Borrower or any other Obligor to secure
any First  Lien  Obligation  unless,  subject  to the  terms of this  Agreement,
immediately  after  giving  effect to such grant or  concurrently  therewith,  a
junior and subordinate  Lien shall be granted on such asset to secure the Second
Lien Obligations.  To the extent that the foregoing  provisions are not complied
with for any reason, without limiting any other rights and remedies available to
the Second Lien Agent and/or the Second Lien  Creditors,  the First Lien Agents,
on behalf of the First Lien  Creditors,  agree that any  amounts  received by or
distributed  to any of them  pursuant  to or as a  result  of Liens  granted  in
contravention  of this  Section  2.10  shall  be  subject  to the  terms of this
Agreement.

      2.11 Similar Liens and  Agreements.  The parties  hereto  acknowledge  and
agree that it is their  intention  that the  Collateral  securing the First Lien
Obligations and the Collateral securing the Second Lien Obligations be identical
in all material  respects.  In furtherance of the foregoing,  the parties hereto
agree:

            (a) to  cooperate  in good  faith in order  to  determine,  upon any
request by the First Lien Agents or the Second Lien Agent,  the specific  assets
included in the Collateral  securing  their  respective  Obligations,  the steps
taken to perfect the Liens  thereon and the identity of the  respective  parties
obligated under any Document;

            (b) that the  documents,  agreements  and  instruments  creating  or
evidencing  the Liens of such  parties in the  Collateral,  are in all  material
respects substantively similar, other than with respect to the relative priority
of the Liens created or evidenced thereunder; and

            (c) any Lien  obtained  by any  Secured  Creditor  in respect of any
judgment obtained in respect of any Obligations shall be subject in all respects
to the terms of this Agreement.

      Section 3. Enforcement of Security.


                                       13


      3.1 Management of Collateral. Subject to the other terms and conditions of
this  Agreement,  the First Lien  Creditors  shall have the  exclusive  right to
manage,  perform and enforce the terms of the First Lien  Documents with respect
to the Collateral,  to exercise and enforce all privileges and rights thereunder
according  to their sole  discretion  and the  exercise  of their sole  business
judgment,  including the exclusive right to take or retake control or possession
of the  Collateral  and to hold,  prepare  for  sale,  process,  Dispose  of, or
liquidate  the  Collateral  and  to  incur  expenses  in  connection  with  such
Disposition  and to exercise  all the rights and  remedies  of a secured  lender
under  the UCC of any  applicable  jurisdiction.  In  conducting  any  public or
private  sale under the UCC,  the First Lien  Agents  shall give the Second Lien
Agent  such  notice  (a "UCC  Notice")  of such sale as may be  required  by the
applicable UCC; provided,  however, that 10 days' written notice shall be deemed
to be commercially  reasonable notice.  Except as specifically  provided in this
Section  3.1 or  Section  3.3  below,  notwithstanding  any  rights or  remedies
available  to a Second Lien  Creditor  under any of the Second  Lien  Documents,
applicable  law or  otherwise,  no  Second  Lien  Creditor  shall,  directly  or
indirectly,  take any Enforcement Action; provided that, subject at all times to
the provisions of Section 2, upon the expiration of the Standstill  Period,  the
Second Lien Creditors may take any Enforcement  Action  (provided that they give
the First Lien Agents at least 10 Business  Days written  notice prior to taking
such Enforcement Action); provided, however, that notwithstanding the expiration
of the Standstill  Period or anything herein to the contrary,  in no event shall
any Second Lien Creditor take or continue to take any Enforcement  Action if any
First Lien Agent or any First Lien Creditor or any representative  thereof shall
have  commenced and is diligently  pursuing an  Enforcement  Action  (including,
without  limitation,  any  of  the  following  (if  undertaken  and  pursued  to
consummate a Disposition of such Collateral in good faith):  the solicitation of
bids from third  parties  to  conduct  the  liquidation  of all or any  material
portion  of the  Collateral,  the  engagement  or  retention  of sales  brokers,
marketing agents,  investment bankers,  accountants,  auctioneers or other third
parties for the purpose of valuing,  marketing,  promoting or selling all or any
material portion of the Collateral,  the notification of account debtors to make
payments to the First Lien Agents or their agents,  the initiation of any action
to take  possession  of all or any  material  portion of the  Collateral  or the
commencement of any legal  proceedings or actions against or with respect to the
foreclosure  and sale of all or any  material  portion  of the  Collateral),  or
diligently   attempting  in  good  faith  to  vacate  any  stay  prohibiting  an
Enforcement Action with respect to all or any material portion of the Collateral
or  diligently  attempting  in good  faith to  vacate  any stay  prohibiting  an
Enforcement  Action.  For the avoidance of doubt, the parties hereto acknowledge
and agree that the Second Lien Agent may engage or retain an expert to value any
Collateral  or the  business of the Obligors  irrespective  of whether the First
Lien Agents do the same.

      3.2  Notices  of  Default.  Each  Agent  shall  give  to the  other  Agent
concurrently  with the giving  thereof to any  Obligor (a) a copy of any written
notice by any Secured Creditor of an Event of Default under any of its Documents
or a written notice of demand for payment from any Obligor and (b) a copy of any
written notice sent by such Secured Creditor to any Obligor stating such Secured
Creditor's  intention to exercise any  material  enforcement  rights or remedies
against such Obligor,  including written notice pertaining to any foreclosure on
all or any material  part of the  Collateral or other  judicial or  non-judicial
remedy in respect  thereof,  and any legal process served or filed in connection
therewith;  provided that the failure of any Agent to give such required  notice
shall not result in any liability to such Agent or affect the  enforceability of
any provision of this Agreement,  including the relative priorities of the Liens
of the Secured


                                       14


Creditors as provided herein, and shall not affect the validity or effectiveness
of any such notice as against any Obligor; provided, further, that the foregoing
shall not in any way  impair  any  claims  that any  Secured  Creditor  may have
against  any other  Secured  Creditor as a result of any failure of any Agent to
provide a UCC Notice in accordance  with the  provisions  of this  Agreement and
applicable  law  (including  without  limitation  any liability that any Secured
Creditor  may  have to any  other  Secured  Creditor  as a  result  of any  such
failure).  Each Agent will provide such  information as it may have to the other
Agent as the other  may from  time to time  reasonably  request  concerning  the
status  of the  exercise  of any  Enforcement  Action  and each  Agent  shall be
available on a reasonable  basis during normal business hours to review with the
other Agent alternatives available in exercising such rights, including, but not
limited  to,  advising  each other of any offers  which may be made from time to
time by prospective purchasers of the Collateral;  provided that (i) the failure
of any party to do any of the foregoing shall not affect the relative priorities
of  the  Agent's  respective  Liens  as  provided  herein  or  the  validity  or
effectiveness  of any notices or demands as against any  Borrower or any Obligor
and (ii) in no event will the First Lien Agents or any First Lien  Creditor have
any obligation to obtain the consent of any Second Lien Creditor with respect to
any actions taken or contemplated to be taken (or not taken) with respect to any
Enforcement  Action in accordance  with this  Agreement.  Each  Obligor,  by its
acknowledgment  hereto,  hereby  consents  and agrees to each  Secured  Creditor
providing  any such  information  to the  other  Secured  Creditors  and to such
actions by the  Secured  Creditors  and waives any rights or claims  against any
Secured Creditors arising as a result of such information or actions.

      3.3  Permitted  Actions.  Section 3.1 shall not be  construed  to limit or
impair in any way the right of: (a) any Secured  Creditor to bid for or purchase
Collateral at any private or judicial foreclosure upon such Collateral initiated
by any Secured Creditor,  (b) any Secured Creditor to join (but not control) any
foreclosure or other judicial lien  enforcement  proceeding  with respect to the
Collateral  initiated  by  another  Secured  Creditor  for the sole  purpose  of
protecting such Secured  Creditor's  Lien on the Collateral,  so long as it does
not delay or interfere  with the exercise by such other Secured  Creditor of its
rights under this Agreement,  the Documents and under applicable law and (c) the
Second Lien Creditors to receive any remaining  proceeds of Collateral after the
First  Lien  Obligations  have been Paid in Full.  Any  proceeds  of  Collateral
received in  connection  with any such  Enforcement  Action  shall be applied in
accordance with Section 2.4 of this Agreement.

      3.4 Collateral In Possession.

            (a) In  the  event  that  either  of  the  First  Lien  Agents  take
possession of or have "control" (as such term is used in the UCC as in effect in
each applicable jurisdiction) over any Collateral for purposes of perfecting its
Lien  therein,  the  First  Lien  Agents  shall be  deemed  to be  holding  such
Collateral as  representative  for the Secured  Creditors,  including the Second
Lien  Creditors,  solely for purposes of  perfection  of its Lien under the UCC;
provided  that the First Lien  Agents  shall not have any duty or  liability  to
protect or  preserve  any rights  pertaining  to any of the  Collateral  for the
Second Lien Creditors.  Promptly  following the First Lien Termination Date, the
First Lien Agents shall deliver the remainder of the Collateral,  if any, in its
possession  to the designee of the Second Lien Agent (except as may otherwise be
required by applicable law or court order).


                                       15


            (b) In the event that any Second Lien Creditor  takes  possession of
or has  "control"  (as  such  term  is  used  in the  UCC as in  effect  in each
applicable jurisdiction) over any Collateral for purposes of perfecting its Lien
therein, such Second Lien Creditor shall be deemed to be holding such Collateral
as representative for the Secured Creditors, including the First Lien Creditors,
solely for purposes of perfection of its Lien under the UCC;  provided that such
Second Lien Creditor shall not have any duty or liability to protect or preserve
any rights pertaining to any of the Collateral for the First Lien Creditors.

            (c) It is  understood  and agreed that this  Section 3.4 is intended
solely to assure continuous perfection of the Liens granted under the applicable
Documents,  and  nothing in this  Section  3.4 shall be deemed or  construed  as
altering the priorities or obligations  set forth  elsewhere in this  Agreement.
The  duties  of each  party  under  this  Section  3.4 shall be  mechanical  and
administrative  in nature,  and no party  shall have,  or be deemed to have,  by
reason of this Agreement or otherwise a fiduciary relationship in respect of the
other party.

      3.5 Waiver of Marshalling and Similar Rights.  Each Secured  Creditor,  to
the fullest extent  permitted by applicable law, waives as to each other Secured
Creditor any requirement regarding,  and agrees not to demand, request, plead or
otherwise  claim the benefit of, any  marshalling,  appraisement,  valuation  or
other similar right that may otherwise be available  under  applicable  law. For
the avoidance of doubt, the parties hereto acknowledge and agree that the Second
Lien  Agent may  engage or  retain  an  expert  to value any  Collateral  or the
business of the  Obligors  irrespective  of whether the First Lien Agents do the
same.

      3.6  Insurance  and  Condemnation  Awards.  So  long  as  the  First  Lien
Termination  Date  has not  occurred,  the  First  Lien  Agents  shall  have the
exclusive  right,  subject  to the rights of the  Obligors  under the First Lien
Documents,  to settle and adjust claims in respect of Collateral  under policies
of insurance  and to approve any award  granted in any  condemnation  or similar
proceeding,  or any deed in lieu of condemnation,  in respect of the Collateral.
After the occurrence of the First Lien  Termination  Date, the Second Lien Agent
shall have the exclusive right,  subject to the rights of the Obligors under the
Second  Lien  Documents,  to settle and adjust  claims in respect of  Collateral
under policies of insurance and to approve any award granted in  condemnation or
similar  proceeding,  or any deed in lieu of  condemnation,  in  respect  of the
Collateral.

      3.7 Debt  Action.  Notwithstanding  anything to the  contrary set forth in
this  Agreement,  (i) the First Lien  Creditors may take any Debt Action without
the consent of the Second Lien  Creditors and (ii) the Second Lien Creditors may
take any Debt Action without the consent of the First Lien Creditors.

      Section 4. Covenants

      4.1 Amendment of First Lien Documents. The First Lien Creditors may at any
time and from time to time and  without  consent of or notice to any Second Lien
Creditor,  without  incurring  any  liability  to any Second Lien  Creditor  and
without impairing or releasing any rights or obligations hereunder or otherwise,
amend, restate,  supplement,  modify, substitute, renew or replace any or all of
the First Lien  Documents;  provided,  however,  that without the consent of the
Requisite  Second  Lien  Creditors,  the First Lien  Creditors  shall not amend,
restate,


                                       16


supplement,  modify  substitute,  renew or replace  any or all of the First Lien
Documents  to (a)  directly  increase  the  interest  rates  on the  First  Lien
Obligations  to an amount  greater  than 3.0% per  annum  above  rates as are in
effect  on the date  hereof  (excluding,  without  limitation,  fluctuations  in
underlying  rate indices and imposition of a default rate of 2% per annum),  (b)
change the final  maturity  date of the First Lien  Obligations  to a date later
than the Second  Lien  Termination  Date or shorten  the  maturity  or  weighted
average  life to  maturity  of the First Lien  Obligations  or require  that any
payment on the First Lien  Obligations be made earlier than the date  originally
scheduled  for such payment or that any  commitment  expire any earlier than the
date originally  scheduled  therefor,  (c) increase the principal  amount of the
First Lien  Obligations  in excess of the Maximum First Lien  Principal  Amount,
other than as a result of the capitalization of accrued interest and expenses or
(d)  modify  or add any  covenant  or event of  default  under  the  First  Lien
Documents  which  directly  restricts one or more Obligors from making  payments
under the Second Lien  Documents  which would  otherwise be permitted  under the
First Lien Documents as in effect on the date hereof.

      4.2 Amendments to Second Lien Documents.  Until the First Lien Termination
Date has occurred, and notwithstanding anything to the contrary contained in the
Second Lien Documents,  the Second Lien Creditors  shall not,  without the prior
written consent of the First Lien Agents,  agree to any amendment,  restatement,
modification,  supplement,  substitution, renewal or replacement of or to any or
all of the Second Lien Documents that (a) would directly or indirectly result in
an increase  in the  interest  rates in respect of the Second  Lien  Obligations
(excluding,  without  limitation,  fluctuations  in underlying  rate indices and
imposition  of a default rate of 2% per annum) by more than 3.0% per annum,  (b)
shorten the  maturity or  weighted  average  life to maturity of the Second Lien
Obligations  or require that any payment on the Second Lien  Obligations be made
earlier  than  the  date  originally  scheduled  for  such  payment  or that any
commitment expire any earlier than the date originally  scheduled therefor,  (c)
add or modify in a manner  adverse to any Obligor or any First Lien Creditor any
covenant,  agreement  or  event of  default  under  the  Second  Lien  Documents
(provided,  that, if the First Lien Documents are amended or otherwise  modified
to  provide  for  additional  covenants  or events of  default,  or to make more
restrictive or onerous any existing covenants or events of default applicable to
the  Obligors,  then the  Second  Lien  Documents  may be  similarly  amended or
modified to provide for such  additional  covenants or events of default or such
more restrictive covenants or events of default, as the case may be, so long as,
in each case, any cushion or step-back  between the First Lien Documents and the
Second Lien  Documents is maintained  in  connection  therewith (or otherwise is
consistent  with the approach  currently in effect),  and provided  that no such
amendment to the Second Lien Documents  shall have the effect of making any such
event of default or covenant more  restrictive than those set forth in the First
Lien Documents,  as so amended or otherwise modified) or (d) increase the amount
of the Second Lien Obligations.

      4.3 Enforcement Actions by Second Lien Creditors; Prepayments.

            (a) The Second  Lien  Creditors  shall give the First Lien Agents at
least 10 Business Days' written notice prior to taking any  Enforcement  Action,
which notice may be given during the pendency of any Standstill Period.


                                       17


            (b) Without the prior written consent of the First Lien Agents or an
amendment or waiver to the First Lien Documents providing  otherwise,  no Second
Lien  Creditor will take,  demand or receive from any Obligor any  prepayment of
principal (whether optional, voluntary, mandatory or otherwise or by redemption,
defeasance  or other  payment or  distribution)  with respect to any Second Lien
Obligations.

      4.4 Cure Rights.  The First Lien Agents shall have the right,  but not the
obligation, to cure a Second Lien Payment Default at any time during the 180-day
period  provided for in clause (a) of the  definition  of  Standstill  Period in
Section 1 or thereafter with the prior written consent of the Second Lien Agent.
In the event that such Second Lien Payment Default shall be so cured, the rights
of the Second Lien  Creditors  in respect of such Second  Lien  Payment  Default
shall cease until the occurrence of any other Second Lien Payment Default. In no
event  shall the First  Lien  Creditors,  by virtue of the  payment  of any such
amounts,  or performance  of any obligation  required to be paid or performed by
any  Obligor,  be deemed to have  assumed any  obligation  of any Obligor to the
Second Lien Creditors or any other Person.

      4.5 Effect of Refinancing.

            (a) If the  Payment in Full of the First Lien  Obligations  is being
effected  through a  Refinancing;  provided  that (i) the Borrower  give written
notice of such  Refinancing  to the Second  Lien Agent at least 2 Business  Days
prior to such  Refinancing and (ii) the credit agreement and the other documents
evidencing such new First Lien  Obligations  (the "New First Lien Documents") do
not effect an amendment,  supplement or other  modification  of the terms of the
First Lien  Obligations  in a manner that is prohibited by Section 4.1, then (A)
such  Payment  in Full of First  Lien  Obligations  shall be deemed  not to have
occurred for all purposes of this  Agreement,  (B) the  indebtedness  under such
Refinancing and all other obligations under the credit documents evidencing such
indebtedness (the "New First Lien  Obligations")  shall be treated as First Lien
Obligations for all purposes of this Agreement, (C) the New First Lien Documents
shall be treated as the First Lien  Documents for all purposes of this Agreement
and (D) the  agents  under the New First  Lien  Documents  (the "New  First Lien
Agents")  shall be deemed to be the First Lien  Agents for all  purposes of this
Agreement. Upon receipt of a notice of Refinancing under the preceding sentence,
which notice shall include the identity of the New First Lien Agents, the Second
Lien Agent shall promptly  enter into such  documents and agreements  (including
amendments or  supplements  to this  Agreement) as the New First Lien Agents may
reasonably  request in order to provide to the New First Lien  Agents the rights
and powers set forth herein.

            (b) If the Payment in Full of the Second Lien  Obligations  is being
effected through a Refinancing;  provided that (i) the Second Lien Agent gives a
notice of such  Refinancing  to the First Lien  Agents at least 2 Business  Days
prior to such  Refinancing and (ii) the credit agreement and the other documents
evidencing such New Second Lien Obligations (the "New Second Lien Documents") do
not effect an amendment,  supplement or other  modification  of the terms of the
Second Lien  Obligations in a manner that is prohibited by Section 4.2, then (A)
such  Payment  in Full of Second  Lien  Obligations  shall be deemed not to have
occurred for all purposes of this  Agreement,  (B) the  indebtedness  under such
Refinancing and all other obligations under the credit documents evidencing such
indebtedness (the "New Second Lien Obligations") shall be treated as Second Lien
Obligations  for all  purposes  of this


                                       18


Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien
Documents  for all  purposes of this  Agreement  and (D) the agent under the New
Second Lien  Documents  (the "New Second Lien Agent")  shall be deemed to be the
Second Lien Agent for all purposes of this  Agreement.  Upon receipt of a notice
of  Refinancing  under the  preceding  sentence,  which notice shall include the
identity  of the New Second Lien Agent,  the First Lien  Agents  shall  promptly
enter into such documents and agreements (including amendments or supplements to
this Agreement) as the New Second Lien Agent may reasonably  request in order to
provide to the New Second Lien Agent the rights and powers set forth herein.

            (c) By their  acknowledgement  hereto,  Obligors  agree to cause the
agreement, document or instrument pursuant to which any New First Lien Agents or
any New Second Lien Agent is appointed to provide that the New First Lien Agents
or New Second Lien Agent, as applicable, agrees to be bound by the terms of this
Agreement.

      Section 5. Second Lien Creditors Purchase Option.

      5.1 Purchase Notice. Upon the Second Lien Agent's receipt of a notice from
the First Lien Agents  (the  "Agent's  Notice")  that the First Lien Agents have
accelerated the First Lien Obligations, the Second Lien Creditors shall have the
option,  but not the obligation,  to purchase all, but not less than all, of the
First Lien  Obligations  owing to the First Lien  Creditors  from the First Lien
Creditors,  and assume all, but not less than all, of the then existing  funding
commitments  under the First  Lien  Documents  by giving a written  notice  (the
"Purchase  Notice") to the First Lien Agents no later than the 10th Business Day
after receipt by the Second Lien Agent of the Agent's Notice.  A Purchase Notice
once delivered shall be irrevocable.

      5.2  Purchase  Option  Closing.  On the date  specified by the Second Lien
Agent in the Purchase  Notice  (which shall not be less than 3 Business Days nor
more than 5 Business  Days,  after the  receipt by the First Lien  Agents of the
Purchase  Notice),  the First  Lien  Creditors  shall  sell to the  Second  Lien
Creditors,  and the Second Lien  Creditors  shall  purchase  from the First Lien
Creditors,  all, but not less than all, of the First Lien  Obligations,  and the
First Lien Lenders shall assign to the purchasing  Second Lien Lenders,  and the
purchasing Second Lien Lenders shall assume from the First Lien Lenders all, but
not less than all, of the then existing funding commitments under the First Lien
Documents.

      5.3 Purchase Price.  Such purchase and sale shall be made by execution and
delivery by the applicable  Secured Creditors of an Assignment  Agreement in the
form attached to the First Lien Loan  Agreement.  Upon the date of such purchase
and sale, the Second Lien  Creditors  shall (a) pay to the First Lien Agents for
the benefit of the First Lien  Creditors as the purchase  price therefor the sum
of (i) the full amount of all the First Lien  Obligations  then  outstanding and
unpaid (including principal, interest, fees, indemnities and expenses, including
reasonable  attorneys' fees and legal expenses) plus (ii) any early  termination
fee,  prepayment fee,  breakage fee or other similar fee payable pursuant to the
First Lien Loan  Agreement as in effect on the date of hereof  (calculated as if
the First Lien  Obligations  were repaid in full by the  Obligors at such time),
(b)  furnish  cash  collateral  to the First  Lien  Agents  with  respect to the
outstanding  First Lien  Letter of Credit  Obligations  and  amounts  owing with
respect  to  Secured  Hedging  Agreements  (as  defined  in the First  Lien Loan
Agreement),  in each case, in such amounts as are required  under the First Lien
Loan Agreement and (c) agree to reimburse the First Lien Creditors


                                       19


for any loss, cost, damage or expense (including  reasonable attorneys' fees and
legal  expenses) in connection  with any  commissions,  fees,  costs or expenses
related to any issued and outstanding First Lien Letter of Credit Obligations as
described above and any checks or other payments  provisionally  credited to the
First Lien Obligations, and/or as to which the First Lien Creditors have not yet
received  final  payment.  Such  purchase  price  and cash  collateral  shall be
remitted by wire transfer of immediately available funds to such bank account of
one of the First Lien Agents (as  determined at the time) in New York, New York,
as such First Lien Agent may  designate in writing to the Second Lien  Creditors
for such purpose. Interest shall be calculated to but excluding the Business Day
on which such purchase and sale shall occur if the amounts so paid by the Second
Lien  Creditors  to the bank  account  designated  by the First Lien  Agents are
received  in such  bank  account  prior to 1:00  p.m.,  New York  City  time and
interest  shall be calculated to and including  such Business Day if the amounts
so paid by the Second Lien Creditors to the bank account designated by the First
Lien Agents are  received in such bank  account  later than 1:00 p.m.,  New York
City time.

      5.4 Nature of Sale. Such purchase and sale shall be expressly made without
representation  or  warranty of any kind by the First Lien  Creditors  as to the
First Lien  Obligations  or  otherwise  and  without  recourse to the First Lien
Creditors,  except for representations  and warranties as to the following:  (a)
the amount of the First Lien  Obligations  being purchased  (including as to the
principal  of and  accrued and unpaid  interest on such First Lien  Obligations,
fees and expenses thereof), (b) that the First Lien Creditors own the First Lien
Obligations free and clear of any Liens and (c) each First Lien Creditor has the
full right and power to assign its First Lien  Obligations  and such  assignment
has been duly  authorized by all necessary  corporate  action by such First Lien
Creditor.

      5.5 Notice of Election to Purchase.  As soon as practicable  after receipt
of the  Agent's  Notice,  but in no event more than 10  Business  Days after the
Second Lien Agent's receipt of the Agent's Notice, the Second Lien Creditors (if
they elect to do so) shall send to the First Lien  Agents the  Purchase  Notice.
The First Lien Creditors shall not complete any  Enforcement  Action (other than
the exercise of control over any Obligor's deposit or securities  accounts),  as
long as the purchase and sale of the First Lien Obligations provided for in this
Section 5 shall  have  closed  within 5  Business  Days of Second  Lien  Agent's
receipt of the Agent's Notice and the First Lien  Creditors  shall have received
Payment in Full of the First Lien  Obligations  as  provided  for in Section 5.3
within such 5 Business Day period. For the avoidance of doubt, during the period
between Second Lien Agent's receipt of the Agent's Notice and First Lien Agents'
receipt of the Purchase  Notice,  First Lien Agents shall not be restricted from
pursuing or completing any Enforcement Action.

      Section 6. Bankruptcy Matters.

      6.1  Bankruptcy.  This Agreement shall be applicable both before and after
the filing of any petition by or against any Obligor under the  Bankruptcy  Code
or any other  Insolvency  Proceeding  and all converted or  succeeding  cases in
respect  thereof,  and all  references  herein to any Obligor shall be deemed to
apply   to   the   trustee   for   such   Obligor   and   such   Obligor   as  a
debtor-in-possession.  The relative  rights of the First Lien  Creditors and the
Second Lien  Creditors in respect of any  Collateral or Proceeds  shall continue
after  the  filing  of such  petition  or the  commencement  of such  Insolvency
Proceeding  on  the  same  basis  as  prior  to  the  date  of


                                       20


such filing or commencement,  subject to any court order approving the financing
of, or use of cash collateral by, any Obligor. This Agreement shall constitute a
"subordination  agreement"  for the purposes of Section 510(a) of the Bankruptcy
Code and shall be enforceable in any  Insolvency  Proceeding in accordance  with
its terms.

      6.2 Post Petition Financing; Adequate Protection.

            (a) If any Obligor or Obligors  shall become  subject to  Insolvency
Proceedings  and such  Obligor  or  Obligors  as  debtor(s)-in-possession  (or a
trustee  appointed on behalf of such Obligor or Obligors)  shall move for either
approval of  financing  ("DIP  Financing")  to be provided by one or more of the
First Lien  Creditors (or to be provided by any other person or group of persons
with the consent of the First Lien Agents,  provided  that the First Lien Agents
expressly  retain their right to object to any DIP Financing)  under Section 364
of the  Bankruptcy  Code or the use of cash  collateral  with the consent of the
First Lien Creditors  under Section 363 of the Bankruptcy  Code, then subject to
Section 6.2(b), the Second Lien Creditors agree as follows:  (i) adequate notice
to Second Lien Creditors for such DIP Financing or use of cash collateral  shall
be deemed to have been given to the Second  Lien  Creditors  if the Second  Lien
Agent receives the notice filed with the bankruptcy court (provided that if such
bankruptcy  court  orders  notice,  such notice shall be received by Second Lien
Agent in  compliance  with such order) in advance of the hearing to approve such
DIP Financing or use of cash collateral on an interim basis and court ordered or
5 Business  Days,  whichever  is  greater,  notice in advance of the  hearing to
approve such DIP Financing or use of cash collateral on a final basis, (ii) such
DIP  Financing  (and  any  First  Lien  Obligations  which  arose  prior  to the
Insolvency Proceeding) may be secured by Liens on all or a part of the assets of
the  Obligors  which shall be superior in priority to the Liens on the assets of
the Obligors held by any other Person, so long as the aggregate principal amount
of loans  and  letter of credit  accommodations  outstanding  under any such DIP
Financing,  together with the outstanding  principal  amount of the pre-petition
First Lien Obligations, does not exceed the Maximum First Lien Principal Amount,
(iii) so long as the  aggregate  principal  amount of loans and letter of credit
accommodations  outstanding  under  any such DIP  Financing,  together  with the
outstanding  principal amount of the pre-petition  First Lien Obligations,  does
not exceed the Maximum First Lien Principal  Amount  (determined  without giving
effect to clause (c) of the  definition  thereof) plus  $11,000,000,  the Second
Lien  Creditors  will not  request or accept  adequate  protection  or any other
relief in connection  with the use of such cash collateral or such DIP Financing
except as set  forth in  Section  6.2(b)  below,  (iv) so long as the  aggregate
principal amount of loans and letter of credit accommodations  outstanding under
any such DIP Financing,  together with the outstanding  principal  amount of the
pre-petition  First Lien  Obligations,  does not exceed the  Maximum  First Lien
Principal Amount, the Second Lien Creditors will subordinate (and will be deemed
hereunder  to have  subordinated)  the  Second  Priority  Liens (A) to the Liens
securing such DIP Financing  (the "DIP Liens") on the same terms (but on a basis
junior to the Liens of the First Lien  Creditors) as the Liens of the First Lien
Creditors are subordinated thereto (and such subordination will not alter in any
manner the terms of this Agreement),  (B) to any "replacement  Liens" granted to
the First Lien  Creditors  as  adequate  protection  of their  interests  in the
Collateral (the "Senior Adequate  Protection  Liens") and (C) to any "carve-out"
agreed to by the First  Lien  Agents or the other  First  Lien  Creditors  in an
amount not to exceed  $1,000,000  and (v) subject to Section  6.2(b) below,  the
Second Lien  Creditors  shall not  contest or oppose in any manner any  adequate
protection  provided to the First Lien Creditors as adequate protection of their
interests in the  Collateral,  any DIP Financing or


                                       21


any cash  collateral  use and shall be deemed to have waived any  objections  to
such adequate  protection,  DIP  Financing or cash  collateral  use,  including,
without  limitation,   any  objection  alleging  Obligors'  failure  to  provide
"adequate  protection"  of the  interests  of the Second Lien  Creditors  in the
Collateral, so long as (i) the aggregate principal amount of loans and letter of
credit  accommodations  outstanding under any such DIP Financing,  together with
the outstanding  principal  amount of the pre-petition  First Lien  Obligations,
does not  exceed  the  Maximum  First Lien  Principal  Amount,  (ii) (a) the DIP
Financing does not compel any Obligor to seek confirmation of a specific plan of
reorganization  for which all or substantially all of the material terms are set
forth in the DIP Financing  documentation  or a related  document or (b) the DIP
Financing  documentation or cash collateral order does not expressly require the
liquidation  of the  Collateral  prior  to a  default  under  the DIP  Financing
documentation  or cash  collateral  order  and (iii)  the DIP  Financing  is not
secured by any Lien on any asset or  property  of any Obligor on a basis that is
senior to or pari passu with the Liens  securing  the  Second  Lien  Obligations
unless such Liens are senior to the Liens securing the First-Lien Obligations.

            (b) Adequate Protection. Notwithstanding the foregoing provisions in
this Section 6.2(a), in any Insolvency  Proceeding,  if the First Lien Creditors
(or any subset  thereof) are granted  adequate  protection in the form of Senior
Adequate  Protection  Liens,  the Second Lien  Creditors may seek (and the First
Lien  Creditors may not oppose)  adequate  protection of their  interests in the
Collateral in the form of (i) a replacement  Lien on all of the collateral  that
is  subject to the  Senior  Adequate  Protection  Liens  (the  "Junior  Adequate
Protection Liens"),  which Junior Adequate Protection Liens, if granted, will be
subordinate to all Liens securing the First Lien Obligations (including, without
limitation,  the Senior Adequate  Protection Liens and any "carve-out" agreed to
by the First Lien  Agents or the other  First Lien  Creditors  as  permitted  by
Section 6.2(a)) and any Liens securing  debtor-in-possession  financing (whether
or not constituting DIP Financing) on the same basis as the other Liens securing
the Second Lien Obligations are so subordinated  under this Agreement  (provided
that any failure of the Second  Lien  Creditors  to obtain such Junior  Adequate
Protection   Liens  shall  not  impair  or  otherwise   affect  the  agreements,
undertakings  and  consents  of the Second  Lien  Creditors  pursuant to Section
6.2(a)) and (ii)  superpriority  claims under Section  507(b) of the  Bankruptcy
Code junior in all respects to the  superpriority  claims  granted under Section
507(b) of the  Bankruptcy  Code to the First Lien Creditors on account of any of
the First Lien Obligations or granted under Section  364(c)(1) of the Bankruptcy
Code  with  respect  to  any  debtor-in-possession  financing  (whether  or  not
constituting  DIP  Financing)  or use of  cash  collateral;  provided  that  the
inability  of the Second  Lien  Creditors  to  receive a Lien on  actions  under
Chapter 5 of the  Bankruptcy  Code or  proceeds  thereof  shall not  affect  the
agreements  and waivers set forth in this Section 6.2.  Except as expressly  set
forth  in  this  Section  6.2(b),   the  Second  Lien  Creditors  may  not  seek
post-petition  interest  and/or adequate  protection  payments in any Insolvency
Proceeding,  and the First Lien Creditors may oppose any payments proposed to be
made by any Obligor to the Second Lien Creditors (including, without limitation,
any payments  which the Second Lien Lenders may seek under the last paragraph of
this Section  6.2(b)).  Furthermore,  in the event that any Second Lien Creditor
actually receives any post-petition interest and/or adequate protection payments
in any Insolvency  Proceeding in violation of this Agreement,  the same shall be
segregated  and held in trust and  promptly  paid over to the First Lien Agents,
for the benefit of the First Lien Creditors,  in the same form as received, with
any necessary  endorsements,  and each Second Lien Creditor hereby authorize the
First Lien  Agents to make any such  endorsements  as agent for the Second  Lien
Agent (which  authorization,  being coupled with an interest, is irrevocable) to
be


                                       22


held and/or applied by the First Lien Agents in accordance with the terms of the
First Lien Documents  until all First Lien  Obligations  are Paid in Full before
any of the same shall be made to one or more of the Second Lien  Creditors,  and
each Second  Lien  Creditor  irrevocably  authorizes,  empowers  and directs any
debtor,  debtor  in  possession,   receiver,  trustee,  liquidator,   custodian,
conservator or other Person having  authority,  to pay or otherwise  deliver all
such payments to the First Lien Agents.

            Notwithstanding the foregoing  provisions in this Section 6.2(b), in
any Insolvency Proceeding, the Second Lien Agent and Second Lien Creditors shall
only be permitted to seek  adequate  protection  with respect to their rights in
the  Collateral  in any  Insolvency  Proceeding  in the  form of (A)  additional
collateral  including  replacement Liens on post-petition  collateral;  provided
that,  as adequate  protection  for the First Lien  Obligations,  the First Lien
Agents, on behalf of the First Lien Creditors, are also granted a senior Lien on
such additional  collateral;  (B) replacement Liens on the Collateral;  provided
that,  as adequate  protection  for the First Lien  Obligations,  the First Lien
Agents,  on  behalf  of the  First  Lien  Creditors,  are  also  granted  senior
replacement  Liens  on the  Collateral;  (C) an  administrative  expense  claim;
provided that, as adequate protection for the First Lien Obligations,  the First
Lien  Agents,  on  behalf of the  First  Lien  Creditors,  are also  granted  an
administrative  expense  claim  which is senior and prior to the  administrative
expense  claim of the Second Lien Agent and the Second Lien  Creditors;  and (D)
cash payments with respect to interest on the Second Lien Obligations;  provided
either (1) as adequate protection for the First Lien Obligations, the First Lien
Agents, on behalf of the First Lien Claimholders, are also granted cash payments
with  respect  to  interest  on the  First  Lien  Obligations,  or (2) such cash
payments do not exceed an amount equal to the interest accruing on the principal
amount of Second Lien Obligations outstanding on the date such relief is granted
at the interest  rate under the Second Lien Credit  Documents  and accruing from
the date the Second  Lien  Agent is  granted  such  relief.  If any Second  Lien
Creditor receives  post-petition  interest and/or other cash adequate protection
payments  in  an  Insolvency   Proceeding   ("Second  Lien  Adequate  Protection
Payments"),  and the First Lien Creditors do not receive payment in full in cash
of  all  First  Lien  Obligations   upon  the   effectiveness  of  the  plan  of
reorganization  for, or conclusion of, that  Insolvency  Proceeding,  then, each
Second Lien Creditor  shall pay over to the First Lien  Creditors an amount (the
"Pay-Over  Amount")  equal  to  the  lesser  of (i)  the  Second  Lien  Adequate
Protection  Payments  received by such Second Lien Creditors and (ii) the amount
of the  short-fall  (the "Short Fall") in payment in full of the First Lien Loan
Obligations;  provided  that  to  the  extent  any  portion  of the  Short  Fall
represents  payments  received  by the  First  Lien  Creditors  in the  form  of
promissory notes,  equity or other property,  equal in value to the cash paid in
respect of the Pay-Over Amount,  the First Lien Creditors shall, upon receipt of
the Pay-Over Amount,  transfer those promissory notes, equity or other property,
equal in value  to the  cash  paid in  respect  of the  Pay-Over  Amount  to the
applicable   Second  Lien  Creditors  in  exchange  for  the  Pay-Over   Amount.
Notwithstanding  anything herein to the contrary, the First Lien Creditors shall
not be deemed to have consented to, and expressly  retain their rights to object
to the  grant  of  adequate  protection  in the form of  additional  collateral,
administrative  expense  claims and cash  payments to the Second Lien  Creditors
made pursuant to this paragraph.

      6.3 Sale of Collateral; Waivers. The Second Lien Creditors agree that they
will not object to or oppose a Disposition of any Collateral  securing the First
Lien  Obligations  (or any  portion  thereof)  free and  clear of Liens or other
claims under Section 363 of the  Bankruptcy  Code or any other  provision of the
Bankruptcy  Code,  if the  First  Lien  Creditors  have  consented


                                       23


to such  or  Disposition  of  such  assets,  as  long  as all  proceeds  of such
Disposition  received by the First Lien  Creditors  on account of the First Lien
Obligations will be applied to the First Lien Obligations to permanently  reduce
the Maximum First Lien Principal Amount; provided that the Second Lien Agent, on
behalf of itself and the other Second Lien  Creditors,  may raise any objections
to any such  Disposition of such Collateral that could be raised by any creditor
of the Obligors  whose claims were not secured by any Liens on such  Collateral,
provided such objections are not  inconsistent  with any other term or provision
of this  Agreement  and are not based on the status of the Second  Lien Agent or
the Second Lien Creditors as secured creditors  (without limiting the foregoing,
neither  the  Second  Lien  Agent nor the Second  Lien  Creditors  may raise any
objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy
Code to secured  creditors  (or by any  comparable  provision of any  Bankruptcy
Law)) with  respect to the Liens  granted to the Second Lien  Agent.  The Second
Lien  Agent and the  Second  Lien  Creditors  waive  any  claim  they may now or
hereafter  have  arising  out of  the  First  Lien  Creditors'  election  in any
proceeding instituted under Chapter 11 of the Bankruptcy Code of the application
of Section  1111(b)(2)  of the  Bankruptcy  Code.  The Second Lien Agent and the
Second Lien Creditors  agree not to initiate or prosecute or join with any other
Person to  initiate  or  prosecute  any claim,  action or other  proceeding  (i)
challenging  the  enforceability  of the First Lien  Creditors'  claims as fully
secured claims with respect to all or part of the First Lien  Obligations or for
allowance  of  any  First  Lien  Obligations   (including  those  consisting  of
post-petition  interest,  fees or  expenses) or opposing any action by the First
Lien  Agents or the First Lien  Creditors  to enforce  their  rights or remedies
arising  under the First Lien  Documents in a manner which is not  prohibited by
the terms of this  Agreement,  (ii)  challenging the  enforceability,  validity,
priority  or  perfected  status of any Liens on assets  securing  the First Lien
Obligations under the First Lien Documents, (iii) asserting any claims which the
Obligors may hold with respect to the First Lien Creditors, (iv) seeking to lift
the  automatic  stay to the extent that such action is opposed by the First Lien
Agents or (v)  opposing a motion by the First Lien Agents to lift the  automatic
stay. The First Lien  Creditors  agree not to initiate or prosecute or join with
any person to initiate or prosecute any claim,  action or other  proceeding  (i)
challenging the  enforceability  of the Second Lien  Creditors'  claims as fully
secured claims with respect to all or part of the Second Lien Obligations or for
allowance  of  any  Second  Lien  Obligations  (including  those  consisting  of
post-petition  interest,  fees or expenses) or opposing any action by the Second
Lien Agent or the Second  Lien  Creditors  to enforce  their  rights or remedies
arising under the Second Lien  Documents in a manner which is not  prohibited by
the terms of this  Agreement,  (ii)  challenging the  enforceability,  validity,
priority or  perfected  status of any Liens on assets  securing  the Second Lien
Obligations  under the Second Lien Documents or (iii) asserting any claims which
the Obligors may hold with respect to the Second Lien Creditors.

      6.4  Invalidated  Payments.  To the extent  that the First Lien  Creditors
receive  payments on the First Lien  Obligations  or proceeds of Collateral  for
application to the First Lien Obligations  which are  subsequently  invalidated,
declared to be  fraudulent  or  preferential,  set aside  and/or  required to be
repaid to a trustee,  receiver  or any other  party  under any  Bankruptcy  Law,
common law, equitable cause or otherwise (and whether as a result of any demand,
settlement,  litigation or otherwise) (each a "First Lien  Avoidance"),  then to
the extent of such  payment or  proceeds  received,  such  Obligations,  or part
thereof,  intended to be satisfied by such payment or proceeds  shall be revived
and  continue in full force and effect as if such  payments or proceeds  had not
been received by the First Lien Creditors,  and this  Agreement,  if theretofore
terminated,  shall be reinstated in full force and effect as of the date of such
First Lien Avoidance,


                                       24


and such prior termination  shall not diminish,  release,  discharge,  impair or
otherwise  affect the Lien priorities and the relative rights and obligations of
the First Lien Creditors and the Second Lien Creditors  provided for herein with
respect to any event occurring on or after the date of such First Lien Avoidance
except to the extent  the Second  Lien  Creditors  share in any such  benefit as
unsecured creditors.  The Second Lien Creditors agree that none of them shall be
entitled to benefit  from any First Lien  Avoidance,  whether by  preference  or
otherwise,  it being  understood  and agreed that the benefit of such First Lien
Avoidance otherwise allocable to them shall instead be allocated and turned over
for  application  in accordance  with the priorities set forth in this Agreement
except to the extent  the Second  Lien  Creditors  share in any such  benefit as
unsecured creditors.

      6.5 Payments.  In the event of any Insolvency  Proceeding involving one or
more Obligors, all Proceeds (including,  without limitation,  any Proceeds which
would otherwise,  but for the terms hereof, be payable or deliverable in respect
of the Second Lien Secured  Claim) shall be paid or delivered  directly to First
Lien Agents (to be held and/or  applied by First Lien Agents in accordance  with
the terms of the First Lien Documents) until all First Lien Obligations are Paid
in Full  before any of the same shall be made to one or more of the Second  Lien
Creditors  on account of any Second  Lien  Secured  Claim,  and each Second Lien
Creditor  irrevocably  authorizes,  empowers  and directs any debtor,  debtor in
possession,  receiver,  trustee,  liquidator,  custodian,  conservator  or other
Person  having  authority,  to pay or  otherwise  deliver  all such  Proceeds in
respect of any Second Lien  Secured  Claim to the First  Lien.  Each Second Lien
Creditor also irrevocably  authorizes and empowers the First Lien Agents, in the
name of each Second Lien Creditor,  to demand,  sue for, collect and receive any
and all such  Proceeds in respect of any Second Lien Secured  Claim to which the
First Lien  Creditors  are  entitled  hereunder.  In the event of any payment or
distribution received by the Second Lien Creditors in respect of any Second Lien
Deficiency,  the Second Lien Creditors  shall be entitled to retain such payment
or  distribution  to the  extent the same have been paid  pursuant  to a plan of
reorganization  which is  confirmed  pursuant  to a Final  Order  regardless  of
whether such plan of  reorganization  has received the  affirmative  vote of all
classes composed of the First Lien Creditors' claims.

      6.6 Separate Grants of Security and Separate  Classification.  Each Second
Lien Creditor  acknowledges  and agrees that (a) the grants of Liens pursuant to
the First Lien Documents and the Second Lien  Documents  constitute two separate
and distinct  grants of Liens and (b) because of their  differing  rights in the
Collateral,  the Second Lien Secured Claims are fundamentally different from the
First Lien  Secured  Claims  and must be  separately  classified  in any plan of
reorganization proposed or adopted in an Insolvency Proceeding.  The Second Lien
Creditors  shall not seek in any Insolvency  Proceeding to be treated as part of
the same class of creditors as the First Lien Creditors and shall not oppose any
pleading or motion by the First Lien  Creditors for the First Lien Creditors and
the  Second  Lien  Creditors  to be treated as  separate  classes of  creditors.
Notwithstanding  the  foregoing,  if it is held that the  Secured  Claims of the
First Lien  Creditors and the Second Lien Creditors in respect of the Collateral
constitute  only one secured claim  (rather than separate  classes of senior and
junior secured claims),  then the Second Lien Creditors  hereby  acknowledge and
agree that all distributions  shall be made as if there were separate classes of
senior  and  junior  secured  claims  against  the  Obligors  in  respect of the
Collateral,  with the effect being that, to the extent that the aggregate  value
of the Collateral  exceeds the amount of the First Lien  Obligations,  the First
Lien Creditors shall be entitled to


                                       25


receive,  in addition to amounts  distributed  to them in respect of  principal,
pre-petition  interest  and  other  claims,  all  amounts  owing in  respect  of
post-petition  interest,  and fees, costs and charges incurred subsequent to the
commencement of the applicable  Insolvency Proceeding before any distribution is
made in respect of any of the claims  held by the  Second  Lien  Creditors.  The
Second Lien  Creditors  hereby  acknowledge  and agree to turn over to the First
Lien Creditors  amounts  otherwise  received or receivable by them to the extent
necessary  to  effectuate  the intent of the  preceding  sentence,  even if such
turnover  has the effect of  reducing  the claim or  recovery of the Second Lien
Creditors.

      6.7 Rights as Unsecured  Lenders.  In any  Insolvency  Proceeding,  to the
extent not expressly prohibited by this Agreement, the Second Lien Creditors may
take any action, file any pleading, appear in any proceeding and exercise rights
and  remedies  whether as  unsecured  lenders or  otherwise.  In any  Insolvency
Proceeding,  to the  extent not  prohibited  by this  Agreement,  the First Lien
Creditors may take any action,  file any pleading,  appear in any proceeding and
exercise rights and remedies whether as unsecured lenders or otherwise.

      6.8  Reorganization  Securities.  If, in any Insolvency  Proceeding,  debt
obligations of the reorganized  debtor secured by Liens upon any property of the
reorganized  debtor are  distributed  pursuant  to a plan of  reorganization  or
similar   dispositive   restructuring  plan,  both  on  account  of  First  Lien
Obligations and on account of Second Lien  Obligations,  then, to the extent the
debt  obligations  distributed on account of the First Lien  Obligations  and on
account  of the  Second  Lien  Obligations  are  secured  by Liens upon the same
property, the provisions of this Agreement will survive the distribution of such
debt  obligations  pursuant  to such plan and will apply with like effect to the
Liens securing such debt obligations.

      Section 7. Miscellaneous.

      7.1  Termination.  Subject to Section 5.5, this Agreement  shall terminate
and be of no further  force and effect upon the first to occur of the Payment in
Full of (a) the First Lien Obligations or (b) the Second Lien Obligations.

      7.2 Successors and Assigns; No Third Party Beneficiaries.

            (a) This Agreement  shall be binding upon each Secured  Creditor and
its  respective  successors  and  assigns and shall inure to the benefit of each
Secured Creditor and its respective  successors,  participants  and assigns.  No
other Person shall have or be entitled to assert rights or benefits hereunder.

            (b) Each Secured Creditor reserves the right to grant participations
in, or otherwise sell, assign,  transfer or negotiate all or any part of, or any
interest in, their  respective  Obligations;  provided that no Secured  Creditor
shall be  obligated  to give any  notices to or  otherwise  in any  manner  deal
directly with any  participant in the  Obligations  and no participant  shall be
entitled  to any rights or benefits  under this  Agreement,  except  through the
Secured Creditor with which it is a participant.

            (c) In  connection  with  any  participation  or other  transfer  or
assignment,  a Secured  Creditor (i) may,  subject to its respective  Documents,
disclose to such  assignee,  participant  or other  transferee  or assignee  all
documents and information  which such Secured


                                       26


Creditor now or hereafter may have relating to any Obligor or the Collateral and
(ii) shall  disclose to such  participant  or other  transferee  or assignee the
existence and terms and conditions of this Agreement.

      7.3 Notices. All notices and other  communications  provided for hereunder
shall be in writing and shall be mailed,  sent by overnight courier,  telecopied
or delivered, as follows:

            (a)  if to First Lien Agents, to them at the following addresses:

                 c/o Churchill Financial LLC, as First Lien Administrative Agent
                 400 Park Avenue, Suite 1510
                 New York, New York 10022
                 Attention: Carey Davidson, Vice President
                 Telephone: (212) 763-4640
                 Telecopier: (212) 763-4641

            with a copy to:

                 Paul, Hastings, Janofsky & Walker LLP
                 75 East 55th Street
                 New York, New York 10022
                 Attention: Mario J. Ippolito, Esq.
                 Telephone: (212) 318-6000
                 Telecopier: (212) 319-4090
            and:

                 Ableco Finance LLC, as First Lien Collateral Agent
                 c/o Cerberus Capital Management
                 299 Park Avenue
                 New York, New York 10171
                 Attention: Keith Read
                 Telephone: (212) 891-2100
                 Telecopier: (212) 739-1212

            with a copy to:

                 Schulte Roth & Zabel LLP
                 919 Third Avenue
                 New York, New York 10022
                 Attention: Eliot Relles, Esq.
                 Telephone: (212) 756-2199
                 Telecopier: (212) 593-5955


                                       27


(b) if to Second Lien Agent, to it at the following address:

                 Clearlake Capital Group, L.P.
                 650 Madison Avenue, Third Floor
                 New York, New York 10022
                 Attention: Behdad Eghbali and Jose Feliciano
                 Telephone: (212) 610-9000
                 Telecopier: (212) 610-9121

            with a copy to:

                 Milbank, Tweed, Hadley & McCloy LLP
                 601 S. Figueroa St, 30th Floor
                 Los Angeles, CA  90017
                 Attention: Melainie K. Mansfield, Esq.
                 Telephone: (213) 892-4611
                 Telecopier: (213) 629-5063

or, as to each party, at such other address as shall be designated by such party
in a written notice to the other parties complying as to delivery with the terms
of this  Section  7.3.  All  such  notices  and  other  communications  shall be
effective  (i) if  sent by  registered  mail,  return  receipt  requested,  when
received or 3 Business  Days after  mailing,  whichever  first  occurs,  (ii) if
telecopied,  when transmitted and a confirmation is received,  provided the same
is on a Business Day and, if not, on the next Business Day or (iii) if delivered
by messenger  or overnight  courier,  upon  delivery,  provided the same is on a
Business Day and, if not, on the next Business Day.

      7.4 Counterparts.  This Agreement may be executed by the parties hereto in
several  counterparts,  and  each  such  counterpart  shall be  deemed  to be an
original  and all of  which  shall  constitute  together  but  one and the  same
agreement.

      7.5 GOVERNING LAW; CONSENT TO JURISDICTION  AND VENUE.  THIS AGREEMENT AND
THE  OBLIGATIONS  ARISING  HEREUNDER  SHALL BE GOVERNED  BY, AND  CONSTRUED  AND
ENFORCED IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NEW YORK  APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA.  EACH OF THE PARTIES  HERETO HEREBY  CONSENTS AND AGREES THAT
THE  STATE  OR  FEDERAL  COURTS  LOCATED  IN  NEW  YORK,  NEW  YORK  SHALL  HAVE
JURISDICTION  TO HEAR AND  DETERMINE  ANY CLAIMS OR  DISPUTES  AMONG THE PARTIES
HERETO  PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING
TO THIS AGREEMENT; PROVIDED THAT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT  LOCATED  OUTSIDE OF NEW YORK,
NEW YORK. EACH OF THE PARTIES HERETO  EXPRESSLY  SUBMITS AND CONSENTS IN ADVANCE
TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH
OF THE PARTIES  HERETO HEREBY WAIVES ANY OBJECTION  WHICH IT MAY HAVE BASED UPON
LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.


                                       28


      7.6 MUTUAL  WAIVER OF JURY TRIAL.  THE PARTIES  HERETO  WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION,  SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN THE PARTIES ARISING OUT
OF, CONNECTED WITH,  RELATED TO, OR INCIDENTAL TO THE  RELATIONSHIP  ESTABLISHED
BETWEEN THEM IN CONNECTION  WITH,  THIS  AGREEMENT OR THE  TRANSACTIONS  RELATED
THERETO.

      7.7 Amendments. No amendment or waiver of any provision of this Agreement,
and no consent to any  departure by any Person from the terms  hereof,  shall in
any event be  effective  unless it is in writing  and signed by the Second  Lien
Agent,  with the consent of the  Requisite  Second Lien  Creditors and the First
Lien Agents, with the consent of the "Required Lenders" (as defined in the First
Lien Loan  Agreement).  In no event shall the consent of any Obligor be required
in connection with any amendment or other modification of this Agreement.

      7.8 No Waiver.  No failure or delay on the part of any Secured Creditor in
exercising  any power or right under this  Agreement  shall  operate as a waiver
thereof,  nor shall any  single or partial  exercise  of any such power or right
preclude  any other or further  exercise  thereof or the  exercise  of any other
power or right.

      7.9  Severability.  Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining   provisions   of  this   Agreement  or  affecting   the  validity  or
enforceability of such provisions in any other jurisdiction.

      7.10 Further Assurances.  Each party hereto agrees to cooperate fully with
each  other  party  hereto to  effectuate  the  intent  and  provisions  of this
Agreement  and,  from time to time,  to execute  and  deliver  any and all other
agreements,  documents or instruments, and to take such other actions, as may be
reasonably  necessary or desirable to  effectuate  the intent and  provisions of
this Agreement.

      7.11 Headings.  The section  headings  contained in this Agreement are and
shall  be  without  meaning  or  content  whatsoever  and are  not  part of this
Agreement.

      7.12 Lien Priority Provisions.  This Agreement and the rights and benefits
hereunder shall inure solely to the benefit of the First Lien Agents,  the First
Lien Creditors,  the Second Lien Agent,  and the Second Lien Creditors and their
respective  successors and permitted  assigns and no other Person (including the
Obligors or any trustee,  receiver, debtor in possession or bankruptcy estate in
a bankruptcy or like  proceeding)  shall have or be entitled to assert rights or
benefits hereunder.  Nothing contained in this Agreement is intended to or shall
impair the obligation of any Obligor to pay the Obligations as and when the same
shall become due and payable in accordance  with their  respective  terms, or to
affect the relative  rights of the lenders of any Obligor,  other than the First
Lien Agents,  the First Lien  Creditors,  the Second Lien Agent,  and the Second
Lien Creditors as between themselves.

      7.13 Credit Analysis.  The Secured Creditors shall each be responsible for
keeping themselves  informed of (a) the financial  condition of the Obligors and
all other all endorsers,


                                       29


obligors and/or  guarantors of the  Obligations and (b) all other  circumstances
bearing upon the risk of  nonpayment  of the  Obligations.  No Secured  Creditor
shall have any duty to advise any other Secured Creditor of information known to
it regarding such condition or any such other circumstances. No Secured Creditor
assumes any liability to any other Secured  Creditor or to any other Person with
respect  to:  (i) the  financial  or  other  condition  of  Obligors  under  any
instruments   of   guarantee   with  respect  to  the   Obligations,   (ii)  the
enforceability,  validity,  value  or  collectibility  of the  Obligations,  any
Collateral  therefor or any guarantee or security which may have been granted in
connection  with any of the Obligations or (iii) any Obligor's title or right to
transfer any Collateral or security.

      7.14 Waiver of Claims.  To the maximum extent permitted by law, each party
hereto waives any claim it might have against any Secured  Creditor with respect
to, or arising  out of, any action or failure to act or any error of judgment or
negligence,  mistake  or  oversight  whatsoever  on the part of any other  party
hereto or their respective directors, officers, employees or agents with respect
to any exercise of rights or remedies  under the  Documents  or any  transaction
relating to the Collateral in accordance  with this Agreement  other than claims
resulting  primarily from the gross negligence or willful conduct of any Secured
Creditor or its  directors,  officers,  employees or agents as  determined  by a
court of competent  jurisdiction  in a final  non-appealable  judgment or order.
None of the Secured Creditors, nor any of their respective directors,  officers,
employees  or agents  shall be liable for failure to demand,  collect or realize
upon  any of  the  Collateral  or for  any  delay  in  doing  so or,  except  as
specifically  provided  herein,  shall be under any obligation to Dispose of any
Collateral upon the request of any Obligor or any Secured  Creditor or any other
Person or to take any other action  whatsoever  with regard to the Collateral or
any part thereof.

      7.15  Conflicts.  In the event of any conflict  between the  provisions of
this  Agreement and the  provisions  of the  Documents,  the  provisions of this
Agreement shall govern.

      7.16 Specific Performance. Each of First Lien Agents and Second Lien Agent
may demand  specific  performance of this Agreement and, on behalf of itself and
the respective other Secured  Creditors,  hereby  irrevocably waives any defense
based on the  adequacy  of a remedy at law and any other  defense  that might be
asserted to bar the remedy of specific  performance  in any action  which may be
brought by the respective Secured Creditors.

      7.17 Provisions  Solely to Define Relative Rights.  The provisions of this
Agreement  are and are intended  solely for the purpose of defining the relative
rights of the Secured  Creditors.  None of the  Obligors  or any other  creditor
thereof  shall have any rights  hereunder,  and none of the Obligors may rely on
the terms hereof.  Nothing in this  Agreement is intended to or shall impair the
obligations of Obligors, which are absolute and unconditional,  to pay the First
Lien  Obligations  and the Second  Lien  Obligations  as and when the same shall
become due and payable in accordance with their terms.

      7.18  Subrogation.  The  Second  Lien  Agent  and the  other  Second  Lien
Creditors  hereby agree that until the First Lien  Termination Date has occurred
they will not  assert  any  rights of  subrogation  it or they may  acquire as a
result of any payment hereunder;  provided that as between the Obligors,  on the
one hand,  and the Second Lien  Creditors,  on the other hand,  any


                                       30


such  payment  that is paid  over to the  First  Lien  Agents  pursuant  to this
Agreement shall be deemed not to reduce any of the Second Lien Obligation.

      7.19 Entire Agreement.  This Agreement and the Documents embody the entire
agreement of the Obligors, the First Lien Agents, the First Lien Creditors,  the
Second  Lien Agent and the Second  Lien  Creditors  with  respect to the subject
matter hereof and thereof and supersede all prior agreements and  understandings
relating to the  subject  matter  hereof and  thereof and any draft  agreements,
negotiations and/or discussions  involving any Obligor and any of the First Lien
Agents,  the First Lien  Creditors,  the Second  Lien Agent and the Second  Lien
Creditors relating to the subject matter hereof.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                       31


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                              FIRST LIEN ADMINISTRATIVE AGENT:
                              --------------------------------

                              CHURCHILL FINANCIAL LLC, as First Lien
                              Administrative Agent

                              By:/s/ Christopher Cox
                                 ---------------------
                              Name: Christopher Cox
                              Title: Managing Director



                              FIRST LIEN COLLATERAL AGENT:
                              ----------------------------

                              ABLECO FINANCE LLC, as First Lien Collateral Agent

                              By: /s/ Daniel Wolf
                                  ---------------
                              Name: Daniel Wolf
                              Title: President



                              SECOND LIEN AGENT:
                              ------------------

                              CLEARLAKE CAPITAL GROUP, L.P.

                              By: CCG Operations, LLC
                              Its: General Partner

                              By: /s/ Behdad Eghbali
                                  -----------------------
                              Name: Behdad Eghbali
                              Title: Authorized Signatory


                                       32


            Each  of the  undersigned  hereby  acknowledges  and  agrees  to the
foregoing terms and provisions.

                                   BORROWER:
                                   ---------

                                          GOAMERICA, INC.

                                          By: /s/ Daniel R. Luis
                                              --------------------------
                                          Name: Daniel R. Luis
                                          Title: Chief Executive Officer



                                   OBLIGORS:
                                   ---------

                                          HOVRS ACQUISITION CORPORATION

                                          By: /s/ Daniel R. Luis
                                              --------------------------
                                          Name: Daniel R. Luis
                                          Title: Chief Executive Officer

                                          GOAMERICA RELAY SERVICES CORP.

                                          By: /s/ Daniel R. Luis
                                              --------------------------
                                          Name: Daniel R. Luis
                                          Title: Chief Executive Officer

                                          GOAMERICA COMMUNICATIONS CORP.

                                          By: /s/ Daniel R. Luis
                                              --------------------------
                                          Name: Daniel R. Luis
                                          Title: Chief Executive Officer

                                          WYND COMMUNICATIONS CORPORATION

                                          By: /s/ Daniel R. Luis
                                              --------------------------
                                          Name: Daniel R. Luis
                                          Title: Chief Executive Officer


                                       33


                                          HANDS ON VIDEO RELAY SERVICES INC.

                                          By: /s/ Daniel R. Luis
                                              -----------------------------
                                          Name: Daniel R. Luis
                                          Title: Co-Chief Executive Officer


                                          HOTPAPER.COM, INC.

                                          By: /s/ Daniel R. Luis
                                              --------------------------
                                          Name: Daniel R. Luis
                                          Title: Chief Executive Officer

                                          OUTBACK RESOURCE GROUP, INC.

                                          By: /s/ Daniel R. Luis
                                              --------------------------
                                          Name: Daniel R. Luis
                                          Title: Chief Executive Officer

                                          HOSLS ACQUISITION CORPORATION

                                          By: /s/ Daniel R. Luis
                                              --------------------------
                                          Name: Daniel R. Luis
                                          Title: Chief Executive Officer


                                       34

EX-10.6

                                                                    Exhibit 10.6

                                                               Execution Version

                              AMENDED AND RESTATED
                            INVESTOR RIGHTS AGREEMENT

                                 GOAMERICA, INC.

                          Dated as of January 10, 2008




                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

1.   DEMAND REGISTRATIONS....................................................  1
     1.1.  Requests for Registration.........................................  1
     1.2.  Demand Notice.....................................................  2
     1.3.  Demand Registration Expenses......................................  2
     1.4.  Short-Form Registrations..........................................  2
     1.5.  Priority on Demand Registrations..................................  3
     1.6.  Restrictions on Demand Registrations..............................  3
     1.7.  Selection of Underwriters.........................................  4
     1.8.  Other Registration Rights.........................................  4

2.   PIGGYBACK REGISTRATIONS.................................................  4
     2.1.  Right to Piggyback................................................  4
     2.2.  Piggyback Expenses................................................  4
     2.3.  Priority on Primary Registrations.................................  5
     2.4.  Priority on Secondary Registrations...............................  5

3.   REGISTRATION GENERALLY..................................................  6
     3.1.  Registration Procedures...........................................  6
     3.2.  Registration Expenses............................................. 10
     3.3.  Participation in Underwritten Offerings........................... 11
     3.4.  Holdback Agreements............................................... 11
           3.4.1.  Securityholder Holdback................................... 11
           3.4.2.  Company Holdback.......................................... 12
     3.5.  Current Public Information........................................ 12

4.   REGISTRATION INDEMNIFICATION............................................ 13
     4.1.  Indemnification by the Company.................................... 13
     4.2.  Indemnification by Holders of Registrable Securities.............. 13
     4.3.  Procedure......................................................... 14
     4.4.  Entry of Judgment; Settlement..................................... 14
     4.5.  Contribution...................................................... 14
     4.6.  Other Rights...................................................... 15

5.   TRANSFER RESTRICTiONS................................................... 15
     5.1.  General Transfer Restrictions..................................... 15
     5.2.  Restrictions on Transfer.......................................... 16
           5.2.1.  Private Transfers......................................... 16
           5.2.2.  Public Transfers.......................................... 16
           5.2.3.  Pledge of Shares.......................................... 16
     5.3.  Automatic Conversion Upon Certain Transfers....................... 16
           5.3.1.  Transfers by Holders of Series A Preferred Stock
                   other than Clearlake Investors ........................... 16
           5.3.2.  Transfers by Clearlake Investors.......................... 16


                                       i


           5.3.3.  No Additional Action Required............................. 17
     5.4.  Stop Transfer Instructions........................................ 17

6.   PREEMPTIVE RIGHTS....................................................... 17
     6.1.  Offering.......................................................... 17
     6.2.  Expiration of Subscription Period................................. 18
     6.3.  New Securities.................................................... 18

7.   INFORMATION RIGHTS...................................................... 19

8.   STOCKHOLDER AGREEMENTS.................................................. 19
     8.1.  Board Composition................................................. 19
     8.2.  Amendment to the Certificate of Incorporation..................... 20
     8.3.  No Company Obligations............................................ 20

9.   EXPENSES................................................................ 20

10.  DEFINITIONS............................................................. 20

11.  MISCELLANEOUS........................................................... 24
     11.1. No Inconsistent Agreements........................................ 24
     11.2. Remedies 24
     11.3. Amendment and Waiver.............................................. 24
     11.4. Successors and Assigns; Transferees............................... 25
     11.5. Severability...................................................... 26
     11.6. Counterparts...................................................... 26
     11.7. Descriptive Headings.............................................. 26
     11.8. Notices .......................................................... 26
     11.9. Delivery by Facsimile............................................. 27
     11.10.Governing Law..................................................... 27
     11.11.Jurisdiction; Submission to Jurisdiction; Waivers................. 27
     11.12.Waiver of Jury Trial.............................................. 27
     11.13.Termination....................................................... 28


                                       ii


                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

      This Amended and Restated Investor Rights Agreement (this  "Agreement") is
made as of January 10, 2008 (the "Effective Date") by and among:

      (i)   GoAmerica,   Inc.,  a  Delaware   corporation   (together  with  its
            successors and permitted assigns, the "Company");

      (ii)  Each of the shareholders of the Company listed on Schedule A to this
            Agreement and their Permitted Transferees under this Agreement (each
            a "Clearlake Investor" and, collectively the "Clearlake Investors");

      (iii) Each of the shareholders of the Company listed on Schedule B to this
            Agreement  (each  a  "HOVRS  Party"  and,  collectively  the  "HOVRS
            Parties"); and

      (iv)  such other  Persons,  if any, that from time to time become  parties
            hereto pursuant to Section 11.4 hereof (collectively,  together with
            the Clearlake Investors, the "Investors").

                                    RECITALS

      WHEREAS,  the  Company  and the  Clearlake  Investors  are parties to that
certain Stock Purchase  Agreement dated as of August 1, 2007 (the "Initial Stock
Purchase  Agreement"),  pursuant  to which the Company  issued to the  Clearlake
Investors  290,135 shares of Series A Preferred Stock of the Company,  par value
$.01 per share.

      WHEREAS,  the  Company  and the  Clearlake  Investors  are parties to that
certain Amended and Restated Stock Purchase  Agreement dated as of September 12,
2007 (the  "Acquisition  Stock Purchase  Agreement" and,  collectively  with the
Initial Stock Purchase  Agreement,  the "Clearlake Stock Purchase  Agreements"),
pursuant  to which the Company  has agreed to sell to the  Clearlake  Investors,
subject  to the  satisfaction  or waiver of the  conditions  specified  therein,
7,446,809 additional shares of Series A Preferred Stock of the Company.

      WHEREAS, the parties hereto desire to enter into this Agreement to provide
for the investor and governance rights set forth herein.  Unless otherwise noted
in this  Agreement,  capitalized  terms used herein  shall have the meanings set
forth in Section 10.

                                    AGREEMENT

      NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

1. DEMAND REGISTRATIONS.

      1.1.  Requests  for  Registration.  At any time a Clearlake  Investor  may
initiate the  registration  of Common  Stock to be sold in a Public  Offering (a
"Demand  Registration").  Subject to the other  provisions  of this Section 1, a
Clearlake  Investor may initiate (on behalf of itself, any of its Affiliates and
other holders of Registrable  Securities) three (3) registrations of all or part
of  their  Registrable  Securities  on  Form  S-1 or any  similar  or  successor
long-form


                                       1


registration  ("Long-Form  Registrations"),  and,  if the Company is eligible to
utilize  a   registration   statement   on  Form  S-3  for  resales  by  selling
stockholders,  an  unlimited  (but no more  than two such  registrations  in any
twelve month period) number of registrations of all or part of their Registrable
Securities  on Form S-3 or any  similar  or  successor  short-form  registration
("Short-Form  Registrations");  provided in each case that the  aggregate  gross
offering price of the Registrable  Securities  requested to be registered in any
Long Form  Registration  pursuant to this  Section  must be at least  $5,000,000
unless the Registrable  Securities requested to be registered  constitute all of
the  Registrable  Securities  then  held  by  such  Clearlake  Investor  and its
Affiliates;  and provided,  further, that the Company shall have no liability to
any Investor or HOVRS Party with respect to any  conditions  that the Securities
and  Exchange  Commission  may impose  with  respect  to any such  registration,
including any conditions that the Securities and Exchange  Commission may impose
upon the utilization of Rule 415 in connection with any such registration.

      1.2. Demand Notice. All requests for Demand Registrations shall be made by
giving  written  notice to the Company (a "Demand  Notice").  Each Demand Notice
shall specify the approximate number of Registrable  Securities  requested to be
registered.  Within ten (10) days after receipt of any such Demand  Notice,  the
Company will give written notice of such requested registration to (i) all other
holders of  Registrable  Securities and (ii) to all Holders under and as defined
in that certain Lock-Up and Registration  Rights Agreement,  dated as of January
10, 2008,  by and among the Company and certain of the HOVRS Parties (the "HOVRS
Registration  Rights  Agreement" and each such Holder, a "HOVRS  Holder"),  and,
subject to Section 1.5, the Company will use its commercially reasonable efforts
to  include  in  such  registration  (and  in  all  related   registrations  and
qualifications  under blue sky laws or in  compliance  with  other  registration
requirements and in any related underwriting) all Registrable Securities and all
Registrable  Securities  under and as defined in the HOVRS  Registration  Rights
Agreement ("HOVRS Registrable Securities") with respect to which the Company has
received  written  requests  for  inclusion  therein  within  15 days  after the
delivery of the Company's notice.

      1.3. Demand Registration  Expenses.  The Company will pay all Registration
Expenses in connection with any registration initiated as a Demand Registration,
whether or not it has become effective.

      1.4.  Short-Form  Registrations.  Subject to the  qualifications set forth
herein  and  subject  to  any  limitations  that  the  Securities  and  Exchange
Commission may impose, (i) Demand Registrations will be Short-Form Registrations
whenever the Company is permitted to use any applicable  short-form  (unless the
managing underwriter(s) of such offering requests the Company to use a Long-Form
Registration  in order  to sell  all of the  Registrable  Securities  and  HOVRS
Registrable  Securities  requested to be sold) and (ii) the Clearlake  Investors
may, in connection with any Demand  Registration  requested by such holders that
is a  Short-Form  Registration,  require  the  Company  to use its  commercially
reasonable efforts to file such Short-Form  Registration with the Securities and
Exchange  Commission  in  accordance  with and  pursuant  to Rule 415  under the
Securities Act (or any successor rule then in effect) including,  if the Company
is then  eligible,  as an  automatic  shelf  registration  statement  (any  such
Short-Form  Registration,  a "Shelf Registration").  Notwithstanding anything in
this  Agreement to the  contrary,  if the  Securities  and  Exchange  Commission
refuses to declare a  registration  statement  filed  pursuant to this Agreement
effective as a valid secondary offering under Rule 415 due to


                                       2


the number of Registrable  Securities and HOVRS Registrable  Securities included
in such registration  statement relative to the number of shares of Common Stock
outstanding  or the  number  of  outstanding  shares  of  Common  Stock  held by
non-affiliates or for any other reason,  then,  without any liability under this
Agreement  or  any  further  obligation  to  register  such  excess  Registrable
Securities and HOVRS Registrable  Securities,  the Company shall be permitted to
reduce the number of  Registrable  Securities and HOVRS  Registrable  Securities
included in such registration statement (pro rata, based on the number of shares
requested to be registered, among the holders of such Registrable Securities and
HOVRS  Registrable  Securities) to an amount that does not exceed an amount that
the Securities  and Exchange  Commission  allows for the offering  thereunder to
qualify as a valid  secondary  offering under Rule 415. The Company shall not be
liable for damages  under this  Agreement as to any  Registrable  Securities  or
HOVRS  Registrable  Securities  which are not  permitted by the  Securities  and
Exchange Commission to be included in a registration statement due to Securities
and Exchange Commission guidance relating to Rule 415.

      1.5.  Priority on Demand  Registrations.  The Company shall not include in
any Demand  Registration any securities which are not Registrable  Securities or
HOVRS  Registrable  Securities  without the prior receipt of Majority  Clearlake
Investor Approval.  If a Demand Registration is an underwritten offering and the
managing  underwriter(s)  advises the Company  that in its opinion the number of
Registrable  Securities  and HOVRS  Registrable  Securities  and,  if  permitted
hereunder,  other securities,  requested to be included in such offering exceeds
the number of Registrable Securities and other securities,  if any, which can be
sold therein without adversely affecting the marketability of the offering, then
the Company  shall include in such  registration,  (a) prior to the inclusion of
any  securities  that  are  not  Registrable  Securities  or  HOVRS  Registrable
Securities,   the  number  of  Registrable   Securities  and  HOVRS  Registrable
Securities  requested to be included in such  offering  that,  in the opinion of
such  managing  underwriter,   can  be  sold  without  adversely  affecting  the
marketability of the offering, pro rata (based on the number of shares requested
to be registered)  among the respective  holders  thereof,  provided that if the
number of  securities  that are  Registrable  Securities  and HOVRS  Registrable
Securities that are included in such offering are less than 75% of the number of
securities  that are  Registrable  Securities and HOVRS  Registrable  Securities
requested to be included in such  offering,  such  offering  shall not count for
purposes of  calculating  the number of Long-Form  Registrations  initiated by a
Majority  Clearlake  Investor,  and  (b)  only  then  securities  that  are  not
Registrable  Securities  or  HOVRS  Registrable  Securities,   if  the  managing
underwriter(s) has advised that such securities may be included.

      1.6.  Restrictions  on  Demand  Registrations.  The  Company  will  not be
obligated to effect any Demand  Registration within 90 days after the closing of
a  Public  Offering  (other  than on Form S-4 or Form  S-8 or any  successor  or
similar form, but including the closing of an underwritten distribution pursuant
to a Shelf Registration), except that if such Public Offering is an underwritten
offering and the managing  underwriter of such Public Offering determines that a
longer period,  not to exceed 180 days, is reasonably  necessary in its opinion,
then such  restricted  period shall  continue for the period  designated  by the
managing underwriter, provided that such period shall not extend beyond 180 days
after the closing of such Public Offering. The Company may postpone for up to 45
days  (from  the date of the  request)  the  filing  or the  effectiveness  of a
registration  statement for a Demand  Registration if and so long as the Company
determines that such Demand Registration would reasonably be expected to have an
adverse effect on any


                                       3


proposal  or plan by the  Company  or any of the  Subsidiaries  to engage in any
acquisition  or  disposition  of assets  (other than in the  ordinary  course of
business) or any merger,  consolidation,  tender offer, registration or issuance
of  securities,  financing or other  material  transaction.  The Company may not
postpone  a Demand  Registration  more  than two (2)  times in any  twelve-month
period.

      1.7.  Selection  of  Underwriters.  The  Clearlake  Investor(s)  selling a
majority of the Registrable  Securities to be sold by all Clearlake Investors in
a  Demand  Registration  will  have the  right  to  select  the  underwriter  or
underwriters  to administer  the offering,  provided that such selection will be
subject to the approval of the board of directors of the Company (the  "Board"),
which approval will not be unreasonably withheld.

      1.8. Other  Registration  Rights. The Company represents and warrants that
it is not a party to, or  otherwise  subject  to, any other  agreement  granting
registration rights to any other Person with respect to any equity securities of
the  Company,  other  than  this  Agreement  and the HOVRS  Registration  Rights
Agreement.  Except as provided in this Agreement, the Company shall not grant to
any Person the right to request the Company to register any equity securities of
the Company,  or any securities  convertible or exchangeable into or exercisable
for such securities,  without Majority Clearlake Investor Approval approving the
grant of  registration  rights for such  securities;  provided that without such
approval,  subject  to  Section  6, (a) the  Company  may grant  rights to other
Persons to participate in Demand  Registrations  and Piggyback  Registrations so
long as such rights are  subordinate to the rights of the holders of Registrable
Securities   with   respect  to  such   Demand   Registrations   and   Piggyback
Registrations;  (b) the  Company  may grant  rights to other  Persons to request
registrations  so long as the holders of Registrable  Securities are entitled to
participate in any such registrations with such Persons pro rata on the basis of
the number of Common  Stock owned by each such  holder;  and (c) the Company may
enter into the HOVRS Registration Rights Agreement.

2. PIGGYBACK REGISTRATIONS.

      2.1. Right to Piggyback.  Whenever the Company proposes to register any of
its equity  securities  under the  Securities  Act (other than (a) pursuant to a
Demand Registration, (b) in connection with registration on Form S-4 or Form S-8
or any successor or similar form or (c) in connection  with the  registration of
shares  on Form  S-3 with  respect  to a  dividend  reinvestment  plan)  and the
registration  form to be used may be used for the  registration  of  Registrable
Securities (a "Piggyback  Registration"),  the Company will give prompt  written
notice to all holders of Registrable  Securities of its intention to effect such
a registration  and, subject to Sections 2.3 and 2.4 below, will include in such
registration  all  Registrable  Securities with respect to which the Company has
received  written  requests  for  inclusion  therein  within  15 days  after the
delivery of the  Company's  notice.  Each such Company  notice shall specify the
approximate  number  of  Company  equity  securities  to be  registered  and the
anticipated per share price range for such offering.

      2.2. Piggyback Expenses. The Company will pay all Registration Expenses in
connection   with  all  Piggyback   Registrations,   whether  or  not  any  such
registration becomes effective.


                                       4


      2.3. Priority on Primary Registrations.  If a Piggyback Registration is an
underwritten  primary  registration  on behalf of the Company  and the  managing
underwriter(s)  advises the Company that in its opinion the number of securities
requested  to be included in such  registration  exceeds the number which can be
sold in such offering  without  adversely  affecting the  marketability  of such
offering,  the  Company  will  include  in such  registration:  (a)  first,  the
securities the Company proposes to sell, (b) second, the Registrable  Securities
and HOVRS Registrable  Securities requested to be included in such registration,
pro rata (based on the number of shares  requested to be  registered)  among the
holders of such Registrable Securities and HOVRS Registrable Securities, and (c)
third,  but only if all of the  Registrable  Securities  and  HOVRS  Registrable
Securities  requested to be included in such  registration  are included in such
registration,  the  other  securities  requested  to be  included  in  the  such
registration in the manner determined by the Company and such shareholders.

      2.4. Priority on Secondary Registrations.

      (a) If a Piggyback  Registration is an underwritten secondary registration
on  behalf  of  holders  of  HOVRS  Registrable  Securities,  and  the  managing
underwriter(s)  advises the Company that in its opinion the number of securities
requested  to be included in such  registration  exceeds the number which can be
sold in such  offering  without  adversely  affecting the  marketability  of the
offering,  the  Company  will  include  in such  registration:  (a)  first,  the
Registrable Securities and HOVRS Registrable Securities requested to be included
therein by the holders  requesting  registration,  pro rata among the holders of
such  Registrable  Securities  and HOVRS  Registrable  Securities  (based on the
number of shares requested to be registered), (b) second, but only if all of the
Registrable Securities and HOVRS Registrable Securities requested to be included
in such registration are included in such registration,  securities requested by
the  Company to be  included  in such  registration  to the extent the  managing
underwriter(s) advises the Company that such inclusion will not adversely affect
the  marketability  of the  offering,  and  (c)  third,  but  only if all of the
Registrable Securities and HOVRS Registrable Securities requested to be included
in such registration and all securities  requested by the Company to be included
in such  registration  are  included  in  such  registration,  other  securities
requested  to be  included in such  registration,  pro rata among the holders of
such other  securities  permitted  to have  their  securities  included  in such
registration on the basis of the number of shares owned by each such holder,  to
the extent the managing  underwriter(s)  advises the Company that such inclusion
will not adversely affect the marketability of the offering.

      (b) If a Piggyback  Registration is an underwritten secondary registration
on  behalf  of  holders  of  Company  securities  (other  than  the  holders  of
Registrable Securities or the holders of HOVRS Registrable Securities),  and the
managing  underwriter(s)  advises the Company  that in its opinion the number of
securities  requested  to be  included in such  registration  exceeds the number
which can be sold in such offering without adversely affecting the marketability
of the offering,  the Company will include in such registration:  (a) first, the
securities   requested  to  be  included  therein  by  the  holders   requesting
registration,  (b) second, but only if all of the securities described in clause
(a) are included in such registration, securities requested by the Company to be
included in such registration, to the extent the managing underwriter(s) advises
the Company that such inclusion will not adversely  affect the  marketability of
the  offering,  and (c) third,  but only if all of the  securities  described in
clauses (a) and (b) are included in such registration,  Registrable  Securities,
HOVRS Registrable Securities and other securities requested to be


                                       5


included in such  registration,  pro rata among the holders of such  Registrable
Securities,  the holders of such HOVRS Registrable Securities and the holders of
such other  securities  permitted  to have  their  securities  included  in such
registration on the basis of the number of shares owned by each such holder,  to
the extent the managing  underwriter(s)  advises the Company that such inclusion
will not adversely affect the marketability of the offering.

3. REGISTRATION GENERALLY.

      3.1.  Registration   Procedures.   Whenever  the  holders  of  Registrable
Securities have requested that any Registrable Securities be registered pursuant
to this  Agreement,  the  Company  will  use its  best  efforts  to  effect  the
registration and the sale of such Registrable  Securities in accordance with the
intended method of disposition  thereof and pursuant thereto the Company will as
expeditiously as reasonably practicable:

                        (a)  prepare  and  (within  60 days after the end of the
            period within which requests for inclusion in such  registration may
            be given to the  Company)  file  with the  Securities  and  Exchange
            Commission a registration statement with respect to such Registrable
            Securities  and thereafter use  commercially  reasonable  efforts to
            cause such registration statement to become effective (provided that
            before  filing  a  registration   statement  or  prospectus  or  any
            amendments  or  supplements  thereto,  the Company  will  furnish to
            counsel  selected by the Clearlake  Investors owning the Registrable
            Securities to be included in any Demand  Registration  copies of all
            such documents proposed to be filed, which documents will be subject
            to review by such counsel);

                        (b) prepare and file with the  Securities  and  Exchange
            Commission  such  amendments and  supplements  to such  registration
            statement and the prospectus used in connection  therewith as may be
            necessary (i) to keep such  registration  statement  effective for a
            period (A) of not less than 180 days (subject to extension  pursuant
            to Section 3.3(b)) or, if such registration  statement relates to an
            underwritten  offering,  such  longer  period as in the  opinion  of
            counsel for the  underwriters  a prospectus is required by law to be
            delivered in connection  with sales of Registrable  Securities by an
            underwriter or dealer,  or (B) in the case of a Shelf  Registration,
            ending  on the  earliest  of (I) the date on which  all  Registrable
            Securities have been sold pursuant to the Shelf Registration or have
            otherwise  ceased  to be  Registrable  Securities,  (II) the  second
            anniversary of the effective date of such Shelf Registration,  (III)
            such other date determined by the Majority  Clearlake  Investors and
            (IV) when all such Registrable  Securities are freely saleable under
            Rule 144(k)  under the  Securities  Act, and (ii) to comply with the
            provisions of the Securities Act with respect to the  disposition of
            all securities  covered by such  registration  statement  until such
            time as all of such  securities  have been disposed of in accordance
            with the intended  methods of  disposition  by the seller or sellers
            thereof set forth in such registration statement;

                        (c) cause (i) any  issuer  free  writing  prospectus  to
            comply  with  the  information  and  legending   requirements  under
            paragraph  (c) of Rule 433 and to be  accompanied  or  preceded by a
            statutory prospectus to the extent required under


                                       6


            Rule 433, and (ii) any free writing prospectus or issuer information
            contained in a free writing  prospectus  required to be filed by the
            Company with the Securities and Exchange  Commission under paragraph
            (d)  under  Rule  433  to  be  so  filed  in  accordance  with  such
            requirements;

                        (d)  furnish to each  seller of  Registrable  Securities
            such number of copies of such registration statement, each amendment
            and supplement thereto, in each case, to the extent not available on
            EDGAR,  the  prospectus  included  in  such  registration  statement
            (including   each   preliminary   prospectus),   each  free  writing
            prospectus used in connection with such registration, and such other
            documents  as  such  seller  may  reasonably  request  in  order  to
            facilitate the  disposition of the Registrable  Securities  owned by
            such  seller,  but in all  cases  only  if  such  documents  are not
            available on EDGAR;

                        (e) use its best  efforts to  register  or qualify  such
            Registrable  Securities under such other securities or blue sky laws
            of such States as any seller reasonably  requests and do any and all
            other acts and things which may be reasonably necessary or advisable
            to  enable  such  seller  to  consummate  the  disposition  in  such
            jurisdictions  of the  Registrable  Securities  owned by such seller
            (provided  that the  Company  will not be  required  to (i)  qualify
            generally  to do  business  in any  jurisdiction  where it would not
            otherwise  be  required  to qualify  but for this  subsection,  (ii)
            subject  itself to taxation in respect of doing business in any such
            jurisdiction  or (iii) consent to general  service of process in any
            such jurisdiction);

                        (f)  promptly  notify  each  seller of such  Registrable
            Securities,  at any  time  when a  prospectus  relating  thereto  is
            required to be delivered  under the  Securities  Act, upon discovery
            that,  or upon the  discovery  of the  happening  of any  event as a
            result  of  which,  the  prospectus  included  in such  registration
            statement  contains an untrue  statement of a material fact or omits
            any fact necessary to make the statements  therein not misleading in
            the light of the  circumstances  under which they were made, and, at
            the request of any such seller, the Company will prepare and furnish
            to such  seller a  reasonable  number of copies of a  supplement  or
            amendment to such prospectus so that, as thereafter delivered to the
            prospective   purchasers  of  such  Registrable   Securities,   such
            prospectus  will not contain an untrue  statement of a material fact
            or omit to state any fact necessary to make the  statements  therein
            not  misleading in the light of the  circumstances  under which they
            were made;

                        (g) use  best  efforts  to cause  all  such  Registrable
            Securities to be listed on each securities exchange or market system
            on which  similar  securities  issued by the Company are then listed
            and, if not so listed, to be listed on the NASD automated  quotation
            system and, if listed on the NASD automated  quotation  system,  use
            commercially  reasonable  efforts to secure  designation of all such
            Registrable  Securities covered by such registration  statement as a
            "NMS Security"  within the meaning of Rule  600(b)(46) of Regulation
            NMS of the


                                       7


            Securities  and Exchange  Commission  or,  failing  that,  to secure
            NASDAQ authorization for such Registrable Securities;

                        (h) provide a transfer  agent and registrar for all such
            Registrable  Securities  not later than the  effective  date of such
            registration statement;

                        (i) enter  into  such  customary  agreements  (including
            underwriting  agreements in customary  form) and take all such other
            actions  as  the  Clearlake  Investors  owning  a  majority  of  the
            Registrable  Securities  to be included in the  registration  or the
            underwriters,  if any,  reasonably  request in order to  expedite or
            facilitate the  disposition of such  Registrable  Securities  (which
            might include effecting a share split or a combination of shares);

                        (j) make  available  for  inspection  by any  seller  of
            Registrable  Securities,   any  underwriter   participating  in  any
            disposition   pursuant  to  such  registration   statement  and  any
            attorney,  accountant or other agent  retained by any such seller or
            underwriter,  all financial and other records,  pertinent  corporate
            documents  and  properties  of the Company,  and cause the Company's
            officers, directors, employees and independent accountants to supply
            all   information   reasonably   requested   by  any  such   seller,
            underwriter,  attorney,  accountant or agent in connection with such
            registration   statement,   and  to  cooperate  and  participate  as
            reasonably  requested by any such seller in road show presentations,
            in the preparation of the registration statement, each amendment and
            supplement  thereto,  the  prospectus  included  therein,  and other
            activities  as such  seller  may  reasonably  request  in  order  to
            facilitate the  disposition of the Registrable  Securities  owned by
            such seller;

                        (k) otherwise  use  commercially  reasonable  efforts to
            comply with all applicable  rules and  regulations of the Securities
            and Exchange Commission, and make available to its security holders,
            as soon as  reasonably  practicable,  but not  later  than 18 months
            after the effective date of the registration  statement, an earnings
            statement  covering the period of at least twelve  months  beginning
            with the first day of the  Company's  first  full  calendar  quarter
            after  the  effective  date  of the  registration  statement,  which
            earnings  statement shall satisfy the provisions of Section 11(a) of
            the Securities Act and Rule 158 thereunder;

                        (l) in the  event  of the  issuance  of any  stop  order
            suspending the effectiveness of a registration  statement, or of any
            order suspending or preventing the use of any related  prospectus or
            suspending  the  qualification  of any  Securities  included in such
            registration  statement  for sale in any  jurisdiction,  the Company
            will use  commercially  reasonable  efforts  promptly  to obtain the
            withdrawal of such order;

                        (m)  obtain  one or  more  comfort  letters,  dated  the
            effective  date  of  such  registration   statement  (and,  if  such
            registration  includes an underwritten  public  offering,  dated the
            date of the closing under the underwriting agreement), signed by the
            Company's independent registered public accounting firm in the


                                       8


            then-current  customary  form and covering  such matters of the type
            customarily  covered  from time to time by  comfort  letters  as the
            holders  of a  majority  of the  Registrable  Securities  being sold
            reasonably request;

                        (n)  provide a legal  opinion of the  Company's  outside
            counsel,  dated the effective  date of such  registration  statement
            (and, if such registration includes an underwritten public offering,
            dated the date of the  closing  under the  underwriting  agreement),
            with  respect to the  registration  statement,  each  amendment  and
            supplement  thereto,  the prospectus included therein (including the
            preliminary prospectus) and such other documents relating thereto in
            the  then-current  customary  form and covering  such matters of the
            type customarily covered from time to time by legal opinions of such
            nature (in a form reasonably acceptable to the holders of a majority
            of the Registrable Securities included in the registration);

                        (o) cooperate with the sellers of Registrable Securities
            covered by the registration  statement and the managing  underwriter
            or agent, if any, to facilitate the timely  preparation and delivery
            of certificates (not bearing any restrictive  legends)  representing
            securities to be sold under the registration  statement,  and enable
            such securities to be in such  denominations  and registered in such
            names as the managing  underwriter or agent, if any, or such holders
            may request;

                        (p)  notify  counsel  for  the  sellers  of  Registrable
            Securities included in such registration  statement and the managing
            underwriter or agent, immediately, and confirm the notice in writing
            (i) when the registration statement, or any post-effective amendment
            to the registration  statement,  shall have become effective, or any
            supplement to the prospectus or any amendment  prospectus shall have
            been filed,  (ii) of the receipt of any comments from the Securities
            and Exchange Commission,  (iii) of any request of the Securities and
            Exchange Commission to amend the registration  statement or amend or
            supplement the prospectus or for additional information, and (iv) of
            the issuance by the Securities  and Exchange  Commission of any stop
            order suspending the effectiveness of the registration  statement or
            of any order  preventing  or suspending  the use of any  preliminary
            prospectus,  or of  the  suspension  of  the  qualification  of  the
            registration statement for offering or sale in any jurisdiction,  or
            of the institution or threatening of any proceedings for any of such
            purposes;

                        (q) use its reasonable effort to prevent the issuance of
            any stop order  suspending  the  effectiveness  of the  registration
            statement or of any order  preventing or  suspending  the use of any
            preliminary  prospectus and, if any such order is issued,  to obtain
            the withdrawal of any such order at the earliest possible moment;

                        (r) if requested by the managing underwriter or agent or
            any holder of  Registrable  Securities  covered by the  registration
            statement,  promptly  incorporate  in  a  prospectus  supplement  or
            post-effective amendment such


                                       9


            information  as the  managing  underwriter  or agent or such  holder
            reasonably  requests  to be  included  therein,  including,  without
            limitation,  with  respect to the number of  Registrable  Securities
            being sold by such holder to such underwriter or agent, the purchase
            price  being paid  therefor  by such  underwriter  or agent and with
            respect  to any  other  terms of the  underwritten  offering  of the
            Registrable  Securities  to be sold in such  offering;  and make all
            required  filings of such  prospectus  supplement or  post-effective
            amendment as soon as practicable after being notified of the matters
            incorporated  in  such  prospectus   supplement  or   post-effective
            amendment;

                        (s) cooperate with each seller of Registrable Securities
            and each  underwriter or agent  participating  in the disposition of
            such  Registrable   Securities  and  their  respective   counsel  in
            connection  with any filings  required to be made with the  National
            Association of Securities Dealers, Inc.; and

                        (t)  cause  its  appropriate   officers  to  attend  and
            participate  in  presentations  to  and  meetings  with  prospective
            purchasers  of  the  Registrable  Securities,  or a  "roadshow",  as
            reasonably requested by the underwriters, if any.

The Company may require each seller of  Registrable  Securities  as to which any
registration is being effected to furnish the Company such information  relating
to the sale or  registration  of such  Securities  regarding such seller and the
distribution  of such securities as the Company may from time to time reasonably
request in writing,  prior to including such seller's Registrable  Securities in
such registration.

      3.2. Registration Expenses.

                        (a) All expenses  incident to the Company's  performance
            of or compliance with this Agreement, including, without limitation,
            all  registration,  qualification and filing fees, fees and expenses
            of compliance with securities or blue sky laws,  printing  expenses,
            messenger  and  delivery  expenses,  and fees and  disbursements  of
            counsel  for  the  Company  and  all  independent  certified  public
            accountants,  underwriters (excluding discounts and commissions) and
            other  Persons  retained by the  Company  (all such  expenses  being
            herein called "Registration Expenses"),  will be paid by the Company
            in  respect  of  each  Demand   Registration   and  each   Piggyback
            Registration, whether or not it has become effective, including that
            the  Company  will pay its  internal  expenses  (including,  without
            limitation,  all salaries and expenses of its officers and employees
            performing legal or accounting duties), the expense of any liability
            insurance and the expenses and fees for listing the securities to be
            registered on each securities  exchange on which similar  securities
            issued  by the  Company  are then  listed  or on the NASD  automated
            quotation system or any other quotation system.

                        (b) In connection with each Demand Registration and each
            Piggyback Registration,  whether or not it has become effective, the
            Company  will  pay,  and  reimburse   the  holders  of   Registrable
            Securities covered by such


                                       10


            registration   for  the   payment  of,  the   reasonable   fees  and
            disbursements  of one counsel chosen by the holders of a majority of
            the  Registrable  Securities  included  in such  registration,  such
            amount  not to  exceed  $25,000  for  each  registration,  and  such
            expenses shall be considered Registration Expenses hereunder.

      3.3. Participation in Underwritten Offerings.

                        (a)  No  Person  may  participate  in  any  registration
            hereunder  which is  underwritten  unless  such Person (i) agrees to
            sell  such  Person's   securities  on  the  basis  provided  in  any
            underwriting arrangements approved by the Person or Persons entitled
            hereunder  to  approve   such   arrangements   (including,   without
            limitation,  pursuant to the terms of any  over-allotment  or "green
            shoe" option requested by the managing underwriter(s), provided that
            no holder of  Registrable  Securities  will be required to sell more
            than the  number of  Registrable  Securities  that such  holder  has
            requested  the  Company  to include  in any  registration)  and (ii)
            completes  and  executes  all  questionnaires,  powers of  attorney,
            indemnities,  underwriting agreements and other documents reasonably
            required under the terms of such underwriting arrangements.

                        (b)   Each   Person   that  is   participating   in  any
            registration  hereunder agrees that, upon receipt of any notice from
            the Company of the  happening of any event of the kind  described in
            Section  3.1(f) above,  such Person will forthwith  discontinue  the
            disposition   of  its   Registrable   Securities   pursuant  to  the
            registration  statement until such Person's receipt of the copies of
            a supplemented or amended prospectus as contemplated by such Section
            3.1(f).  In the event the Company  shall give any such  notice,  the
            applicable  time period  mentioned in Section  3.1(b) during which a
            Registration  Statement is to remain  effective shall be extended by
            the number of days during the period from and  including the date of
            the  giving  of  such  notice  pursuant  to  this  paragraph  to and
            including  the date  when  each  seller  of a  Registrable  Security
            covered  by such  registration  statement  shall have  received  the
            copies of the  supplemented  or amended  prospectus  contemplated by
            Section 3.1(f).

      3.4. Holdback Agreements.

            3.4.1.  Securityholder Holdback. To the extent not inconsistent with
      applicable  law, each holder of  Registrable  Securities  shall not offer,
      sell,  contract to sell,  pledge,  grant any option to purchase,  make any
      short sale or  otherwise  dispose of any Common  Stock,  or any options or
      warrants to purchase any Common Stock, or any securities convertible into,
      exchangeable  for or that  represent  the right to receive  Common  Stock,
      whether now owned or  hereinafter  acquired,  owned directly by the holder
      (including holding as a custodian) or with respect to which the holder has
      beneficial  ownership  within the rules and  regulations of the Securities
      and Exchange Commission, during (a) with respect to any other underwritten
      Demand  Registration or any underwritten  Piggyback  Registration in which
      Registrable  Securities  are  included,  the seven  days  prior to and the
      90-day  period (or such longer period not to exceed 180 days if reasonably
      necessary in the opinion of such  underwriter)  beginning on the effective
      date of such

                                       11


      registration,  and (b) upon notice from the Company of the commencement of
      an underwritten  distribution  in connection with any Shelf  Registration,
      the seven days prior to and the 90-day  period (or such longer  period not
      to  exceed  180  days  if  reasonably  necessary  in the  opinion  of such
      underwriter)  beginning on the date of commencement of such  distribution,
      in each case except as part of such underwritten registration, and in each
      case unless the  underwriters  managing  the  registered  public  offering
      otherwise  agree  (in each  case,  such  period,  the  "Lock-Up  Period");
      provided,  however,  if (i) during the period that begins on the date that
      is 15 calendar  days plus three  Business  Days before the last day of the
      Lock-Up Period and ends on the last day of the Lock-Up Period, the Company
      issues an earnings  release or material news or a material  event relating
      to the  Company  occurs,  or (ii) prior to the  expiration  of the Lock-Up
      Period, the Company announces that it will release earnings results during
      the 16 day period  beginning  on the last day of the Lock-Up  Period,  the
      restrictions  imposed shall  continue to apply until the expiration of the
      date that is 15 calendar  days plus three  Business Days after the date on
      which  the  issuance  of the  earnings  release  or the  material  news or
      material  event occurs.  Any waiver by the  underwriters  of the foregoing
      restrictions  on transfers by the holders  shall be granted to all holders
      on equal terms.

            3.4.2. Company Holdback. The Company shall not offer, sell, contract
      to sell or  otherwise  dispose of any  securities  of the Company that are
      substantially  similar to the Common  Stock,  including but not limited to
      any securities  that are  convertible  into or  exchangeable  for, or that
      represent  the right to receive,  Common  Stock or any such  substantially
      similar  securities,  during (a) with  respect  to any other  underwritten
      Demand  Registration or any underwritten  Piggyback  Registration in which
      Registrable  Securities  are  included,  the seven  days  prior to and the
      90-day period  beginning on the effective date of such  registration,  and
      (b) upon notice from any holder(s) of Registrable  Securities subject to a
      Shelf  Registration  that such holder(s)  intend to effect an underwritten
      distribution of Registrable Securities pursuant to such Shelf Registration
      (upon receipt of which, the Company will promptly notify all other holders
      of  Registrable  Securities  of the  date  of  the  commencement  of  such
      distribution),  the seven days prior to and the 90-day period beginning on
      the date of the commencement of such distribution,  in each case except as
      part of such  underwritten  registration or pursuant to  registrations  on
      Form S-4 or Form S-8,  and in each case unless the  underwriters  managing
      the registered public offering otherwise agree.

      3.5. Current Public Information.  At all times after the Company has filed
a registration statement with the Securities and Exchange Commission pursuant to
the  requirements  of either the Securities Act or the Securities  Exchange Act,
the  Company  will use its  commercially  reasonable  efforts to timely file all
reports  required to be filed by it under the  Securities Act and the Securities
Exchange  Act and the  rules  and  regulations  adopted  by the  Securities  and
Exchange Commission thereunder,  and will take such further action as any holder
or holders of Registrable  Securities may reasonably request,  all to the extent
required to enable such holders to sell Registrable  Securities pursuant to Rule
144 adopted by the Securities and Exchange  Commission  under the Securities Act
(as  such  rule  may be  amended  from  time to  time)  or any  similar  rule or
regulation hereafter adopted by the Securities and Exchange Commission.


                                       12


4. REGISTRATION INDEMNIFICATION.

      4.1.  Indemnification by the Company.  The Company agrees to indemnify and
hold  harmless,  to  the  fullest  extent  permitted  by  law,  each  holder  of
Registrable Securities and, as applicable,  its officers,  directors,  trustees,
employees,  shareholders,  holders of beneficial interests, members, and general
and limited partners (collectively, such holder's "Indemnitees") and each Person
who controls such holder (within the meaning of the Securities  Act) against any
and all losses, claims,  damages,  liabilities,  joint or several, to which such
holder or any such  Indemnitee  may become  subject  under the  Securities  Act,
equivalent foreign securities laws or otherwise, insofar as such losses, claims,
damages  or  liabilities  (or  actions  or  proceedings,  whether  commenced  or
threatened, in respect thereof) arise out of or are based upon (a) any untrue or
alleged  untrue  statement  of  material  fact  contained  in  any  registration
statement, prospectus,  preliminary prospectus or free writing prospectus or any
amendment   thereof  or   supplement   thereto,   together  with  any  documents
incorporated  therein by reference or, (b) any omission or alleged omission of a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading,  and the Company will reimburse such holder and each of
its Indemnitees for any legal or any other expenses,  including any amounts paid
in any settlement  effected with the consent of the Company,  which consent will
not be  unreasonably  withheld or delayed,  incurred by them in connection  with
investigating  or  defending  any  such  loss,  claim,   liability,   action  or
proceeding;  provided, however, that the Company shall not be liable in any such
case to the extent that any such loss,  claim,  damage,  liability (or action or
proceeding  in respect  thereof)  or  expense  arises out of or is based upon an
untrue statement or alleged untrue  statement,  or omission or alleged omission,
made in such registration statement, any such prospectus, preliminary prospectus
or free writing  prospectus or any amendment or  supplement  thereto,  or in any
application,  in reliance  upon,  and in conformity  with,  written  information
prepared and furnished to the Company by such holder  expressly for use therein.
In connection  with an  underwritten  offering,  the Company will indemnify such
underwriters,  their  officers and  directors  and each Person who controls such
underwriters  (within the meaning of the  Securities  Act) to the same extent as
provided above with respect to the indemnification of the holders of Registrable
Securities.

      4.2.  Indemnification by Holders of Registrable Securities.  In connection
with any registration  statement in which a holder of Registrable  Securities is
participating,  each such  holder will  furnish to the  Company in writing  such
information  and  affidavits  as the  Company  reasonably  requests  for  use in
connection  with any such  registration  statement,  prospectus  or free writing
prospectus,  and,  to the  extent  permitted  by law,  will  indemnify  and hold
harmless the Company and its Indemnitees against any losses,  claims, damages or
liabilities,  joint or several,  to which the Company or any such Indemnitee may
become subject under the Securities Act,  equivalent  foreign securities laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions or
proceedings,  whether commenced or threatened,  in respect thereof) arise out of
or are based upon (a) any untrue or alleged  untrue  statement of material  fact
contained in the registration statement,  prospectus,  preliminary prospectus or
free writing prospectus or any amendment thereof or supplement thereto or in any
application,  together with any documents  incorporated  therein by reference or
(b) any omission or alleged  omission of a material  fact  required to be stated
therein or necessary to make the statements therein not misleading,  but only to
the extent that such untrue statement (or alleged untrue  statement) or omission
(or  alleged  omission)  is  made  in  such  registration  statement,  any  such
prospectus, preliminary prospectus or


                                       13


free writing  prospectus  or any  amendment  or  supplement  thereto,  or in any
application,  in  reliance  upon  and in  conformity  with  written  information
prepared and furnished to the Company by such holder  expressly for use therein,
and such holder will  reimburse  the  Company and each such  Indemnitee  for any
legal  or any  other  expenses  including  any  amounts  paid in any  settlement
effected with the consent of such holder, which consent will not be unreasonably
withheld  or delayed,  incurred  by them in  connection  with  investigating  or
defending  any such loss,  claim,  liability,  action or  proceeding;  provided,
however,  that the obligation to indemnify will be individual (and not joint and
several)  to each  holder  and will be  limited  to the net  amount of  proceeds
received by such holder from the sale of Registrable Securities pursuant to such
registration statement, less any other amounts paid by such holder in respect of
such untrue statement, alleged untrue statement, omission or alleged omission.

      4.3. Procedure. Any Person entitled to indemnification  hereunder will (a)
give prompt written notice to the  indemnifying  party of any claim with respect
to which it seeks  indemnification  (provided,  however, that the failure of any
indemnified  party to give such notice shall not relieve the indemnifying  party
of its obligations  hereunder,  except to the extent that the indemnifying party
is actually  prejudiced by such failure to give such notice),  and (b) unless in
such indemnified party's reasonable judgment a conflict of interest between such
indemnified  and  indemnifying  parties  may exist with  respect to such  claim,
permit such indemnifying  party to assume the defense of such claim with counsel
reasonably  satisfactory to the  indemnified  party. If such defense is assumed,
the  indemnifying  party will not be subject to any liability for any settlement
made by the indemnified  party without its consent (but such consent will not be
unreasonably  withheld). An indemnifying party who is not entitled to, or elects
not to,  assume the defense of a claim will not be obligated to pay the fees and
expenses  of  more  than  one  counsel  for  all  parties  indemnified  by  such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any  indemnified  party  a  conflict  of  interest  may  exist  between  such
indemnified party and any other of such indemnified parties with respect to such
claim.

      4.4.  Entry of Judgment;  Settlement.  The  indemnifying  party shall not,
except with the  approval  of each  indemnified  party,  consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to each  indemnified  party
of a release from all liability in respect to such claim or  litigation  without
any payment or consideration provided by such indemnified party.

      4.5. Contribution.  If the indemnification  provided for in this Section 4
is,  other  than  expressly  pursuant  to  its  terms,   unavailable  to  or  is
insufficient to hold harmless an indemnified party under the provisions above in
respect of any losses,  claims, damages or liabilities referred to therein, then
each  indemnifying  party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (a)
in such proportion as is appropriate to reflect the relative  benefits  received
by the Company on the one hand and the sellers of Registrable Securities and any
other sellers participating in the registration statement on the other hand from
the sale of  Registrable  Securities  pursuant  to the  registered  offering  of
securities as to which indemnity is sought or (b) if the allocation  provided by
clause (a) above is not  permitted by applicable  law, in such  proportion as is
appropriate to reflect the relative benefits referred to in clause (a) above but
also the  relative  fault of the  Company on the one hand and of the  sellers of
Registrable  Securities and any other sellers  participating in the registration
statement on the other hand in connection  with the statement or omissions which
resulted in such


                                       14


losses, claims, damages or liabilities,  as well as any other relevant equitable
considerations.  The relative  benefits  received by the Company on the one hand
and the sellers of Registrable Securities and any other sellers participating in
the  registration  statement on the other hand shall be deemed to be in the same
proportion  as the  total  net  proceeds  from the  offering  (before  deducting
expenses)  to the  Company  bear to the total  net  proceeds  from the  offering
(before  deducting  expenses) to the sellers of  Registrable  Securities and any
other sellers participating in the registration statement. The relative fault of
the Company on the one hand and of the sellers of Registrable Securities and any
other  sellers  participating  in the  registration  statement on the other hand
shall be determined  by reference to, among other things,  whether the untrue or
alleged omission to state a material fact relates to information supplied by the
Company  or  by  the  sellers  of   Registrable   Securities  or  other  sellers
participating  in the registration  statement and the parties'  relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission. The obligation to provide contribution will be individual
(and not joint and several) to each holder and will be limited to the net amount
of proceeds  received by such  holder  from the sale of  Registrable  Securities
pursuant to such  registration  statement,  less any other  amounts paid by such
holder,  including  pursuant to Section  4.2  hereof,  in respect of such untrue
statement, alleged untrue statement, omission or alleged omission.

The Company and the sellers of Registrable Securities agree that it would not be
just and equitable if contribution pursuant to this Section 4 were determined by
pro rata allocation (even if the sellers of Registrable  Securities were treated
as one entity for such purpose) or by any other method of allocation  which does
not take account of the equitable  considerations referred to in the immediately
preceding  paragraph.  The amount paid or payable by an  indemnified  party as a
result  of the  losses,  claims,  damages  and  liabilities  referred  to in the
immediately  preceding  paragraph  shall be deemed to  include,  subject  to the
limitations set forth above, any legal or other expenses  reasonably incurred by
such  indemnified  party in connection with  investigating or defending any such
action or claim.  Notwithstanding the provisions of this Section 4, no seller of
Registrable  Securities  shall be required to contribute any amount in excess of
the net proceeds received by such Seller from the sale of Registrable Securities
covered by the  registration  statement  filed pursuant  hereto,  less any other
amounts paid by such holder in respect of such untrue statement,  alleged untrue
statement,  omission  or  alleged  omission.  No  person  guilty  of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent misrepresentation.

      4.6. Other Rights. The  indemnification and contribution by any such party
provided  for under this  Agreement  shall be in addition to any other rights to
indemnification or contribution which any indemnified party may have pursuant to
law or  contract  and will  remain in full  force and effect  regardless  of any
investigation  made or omitted by or on behalf of the  indemnified  party or any
officer,  director  or  controlling  Person of such  indemnified  party and will
survive the transfer of securities.

5. TRANSFER RESTRICTIONS

      5.1. General Transfer  Restrictions.  Each Investor understands and agrees
that  the  Shares  held by such  Investor  on the  date  hereof  have  not  been
registered  under the Securities Act or registered or qualified  under any state
law. No Investors shall Transfer Shares (or solicit any


                                       15


offers in respect of any Transfer of such Shares), except in compliance with the
Securities  Act,  any  applicable  state law or in  accordance  with  agreements
applicable to such Transfer.

      5.2.  Restrictions  on Transfer.  No Investor  shall  Transfer any of such
Investor's Shares to any other Person except as follows:

            5.2.1. Private Transfers. Any Clearlake Investor may Transfer any or
      all of such  Clearlake  Investor's  Shares  to such  Clearlake  Investor's
      Permitted  Transferees  and  such  transferee  shall  be  deemed  to  be a
      Clearlake  Investor  hereunder and shall  deliver a signature  page hereto
      agreeing  to be bound  hereby,  simultaneously  with the  Transfer of such
      Shares.  Any  transferring  Clearlake  Investor  under this Section  shall
      provide  prompt  written  notice  to the  Company  of any  such  Transfer,
      indicating  its  reliance on this  provision  and the identity and contact
      information of the Permitted Transferee.

            5.2.2. Public Transfers.

                        (a)  Any  Investor  may  Transfer  any or  all  of  such
            Investor's  Shares, to the extent they constitute Common Stock, in a
            Public Offering undertaken in accordance with this Agreement without
            the consent of the Company or the other Investors.

                        (b)  Any  Investor  may  Transfer  any or  all  of  such
            Investor's Shares pursuant to Rule 144 of the Securities Act.

            5.2.3.  Pledge of Shares.  Any  Investor  may Transfer any or all of
      such  Investor's  Shares to a lender to such  Investor  pursuant to a bona
      fide pledge of all of such Investor's assets.

      5.3. Automatic Conversion Upon Certain Transfers.

            5.3.1.  Transfers by Holders of Series A Preferred  Stock other than
      Clearlake  Investors.  Unless the Company determines otherwise in writing,
      if,  at any  time,  a holder of Series A  Preferred  Stock  (other  than a
      Clearlake  Investor) desires to sell, transfer or otherwise dispose of any
      of the  shares  of Series A  Preferred  Stock  held by such  holder to any
      Person other than an Affiliate of such holder of Series A Preferred  Stock
      or to a Clearlake Investor,  then such holder agrees to convert,  prior to
      such sale, transfer or disposition, all shares of Series A Preferred Stock
      that are held by such  holder.  If such holder fails to so convert all its
      shares of Series A Preferred Stock, the sale, transfer,  or disposition of
      such  shares  shall  be  prohibited  unless  the  Company  has  determined
      otherwise in writing.

            5.3.2.  Transfers  by  Clearlake  Investors.  Unless the Company and
      HOVRS  Parties  holding  a  majority  of  Common  Stock  then held by them
      determine  otherwise,  if, at any time,  a Clearlake  Investor  desires to
      sell,  transfer  or  otherwise  dispose  of any of the  shares of Series A
      Preferred  Stock held by such Clearlake  Investor to any person other than
      an Affiliate of such  Clearlake  Investor,  then such  Clearlake  Investor
      agrees to convert and each other Investor holding Series A Preferred Stock
      agrees to convert each


                                       16


      share of Series A Preferred Stock then  outstanding held by all holders of
      Series A Preferred  Stock.  If any Clearlake  Investor fails to so convert
      all its  shares  of  Series A  Preferred  Stock,  the  sale,  transfer  or
      disposition  of such  shares  shall be  prohibited  unless the Company and
      HOVRS  Parties  holding a majority of Common  Stock then held by them have
      determined otherwise in writing.

            5.3.3.  No Additional  Action  Required.  Upon the occurrence of the
      events  specified  Sections  5.3.1 or 5.3.2 hereof,  (x) the  transferring
      Investor or Clearlake Investor shall provide written notice to the Company
      not less than 10 business days in advance of such proposed transfer,  sale
      or disposition of Series A Preferred Stock, (y) the Company shall promptly
      notify (the  "Conversion  Notice") each holder of Series A Preferred Stock
      who is shown to be such a holder  on the  books of the  Company  as of the
      time  immediately  prior to such  conversion of the fact that they are now
      required  to convert  (if so  required),  and (z) all  holders of Series A
      Preferred Stock so converted shall surrender the certificates representing
      such shares at the office of the Company. Thereupon, there shall be issued
      and  delivered  to such holder  promptly at such office and in its name as
      shown on such surrendered  certificate or  certificates,  a certificate or
      certificates  representing the number of shares of Common Stock into which
      the shares of Series A Preferred Stock surrendered were convertible on the
      date on which such automatic conversion occurred.

      5.4.  Stop  Transfer  Instructions.  In order  to  enforce  the  foregoing
covenants, the Company may (a) impose stop-transfer instructions with respect to
the Shares of each  Investor  and (b) refuse to reflect such  transfer,  sale or
disposition of such Shares on the books of the Company.

6. PREEMPTIVE RIGHTS

      6.1. Offering.

                        (a) If the  Company  issues or sells or  authorizes  the
            issuance  or sale of any New  Securities  (as defined in Section 6.3
            below)  after  the date  hereof,  the  Company  shall  offer to each
            Clearlake  Investor by written  notice (a  "Subscription  Notice") a
            percentage  of such New  Securities  pro rata based on the  relative
            number of Shares held by such Clearlake  Investor as compared to the
            number of Shares and  then-exercisable  stock  options and  warrants
            outstanding  held by all  holders  of the  Company's  Shares,  stock
            options and warrants. Each such Clearlake Investor shall be entitled
            to purchase such New Securities at the most  favorable  price and on
            the most  favorable  terms as such New  Securities are to be sold or
            issued;  provided that if a Person participating in such purchase of
            New Securities is required in connection  therewith also to purchase
            other securities of the Company,  the Clearlake Investors exercising
            their rights  pursuant to this Section 6.1 shall also be required to
            purchase such other  securities on  substantially  the same economic
            terms  and  conditions  as  those on which  the  offeree  of the New
            Securities  is  required  to purchase  such other  securities.  Each
            Clearlake  Investor  participating  in such  purchase  shall also be
            obligated  to  execute  agreements  in the  form  presented  to such
            Clearlake  Investor by the Company,  so long as such  agreements are
            substantially similar to those to be


                                       17


            executed by the  purchasers of New Securities  (without  taking into
            consideration  any rights which do not entitle such a purchaser to a
            higher  economic  return  on the New  Securities  than the  economic
            return to which  other  Clearlake  Investors  participating  in such
            transaction  will  be  entitled  with  respect  to New  Securities).
            Notwithstanding  anything  to the  contrary  contained  herein,  the
            Company shall not have any obligation to issue equity  securities or
            to offer to issue any equity  securities under this Section 6 to any
            Clearlake Investor who is not an "accredited  investor" as such term
            is defined in Regulation D of the Securities Act.

                        (b) Each Subscription Notice delivered by the Company to
            a Clearlake  Investor in respect of any proposed issuance or sale of
            New Securities  shall describe in reasonable  detail the type, class
            and number of New  Securities  being  offered,  the  purchase  price
            thereof,  the payment  terms  therefor  and the  percentage  thereof
            offered  to such  holder  pursuant  to this  Section  6. In order to
            exercise its purchase rights hereunder in respect of any issuance or
            sale  of  New  Securities  described  in a  Subscription  Notice,  a
            Clearlake  Investor  must deliver to the Company  during the fifteen
            (15) day  period  commencing  upon  such  holder's  receipt  of such
            Subscription   Notice  (the   "Subscription   Period"),   a  written
            commitment describing its election hereunder (an "Election Notice").
            If a Clearlake  Investor fails for any reason to deliver an Election
            Notice to the Company during the Subscription Period with respect to
            a  proposed  issuance  or sale  of New  Securities,  such  Clearlake
            Investor shall be deemed to have waived its rights  pursuant to this
            Section 6 in respect of such issuance or sale of New Securities.

      6.2.  Expiration  of  Subscription  Period.   Within  the  180-day  period
immediately  following the Subscription Period, the Company shall be entitled to
sell,  or enter  into  any  agreement  to sell,  any New  Securities  which  any
Clearlake Investor has not elected to purchase,  on terms and conditions no more
favorable  to the  offeree  of such New  Securities  than  those  offered to the
Clearlake  Investors pursuant to Section 6.1. Any New Securities offered or sold
by the Company  after such 180-day  period must be  reoffered to each  Clearlake
Investor pursuant to the terms of this Section 6.

      6.3. New  Securities.  For purposes  hereof,  "New  Securities"  means any
shares of the Company's Capital Stock, or any options, convertible securities or
other rights to acquire shares of the Company's  Capital  Stock,  other than (a)
the  issuance  and sale of  Series A  Preferred  Stock  in  connection  with the
Clearlake  Stock  Purchase  Agreements,  (b) Common Stock (or options to acquire
Common Stock) issued or issuable to any employee,  director or consultant of the
Company or any of its  subsidiaries  pursuant  to any equity  incentive  plan or
other  arrangement  approved by the Company's  Board,  (c) Common Stock or other
securities  issued  directly  or  indirectly  upon the  conversion,  exchange or
exercise of any securities previously subjected to this Section 6 or outstanding
on the date hereof,  (d) Common Stock or other  securities  issued in connection
with or in furtherance of the acquisition of or investment in another company or
business  (whether  through a purchase of securities,  a merger,  consolidation,
purchase of assets or otherwise), including, without limitation, Common Stock or
other  securities  issued  pursuant to the Merger  Agreement  (as defined in the
Acquisition  Stock  Purchase  Agreement),  (e) Common Stock or other  securities
issued in connection with or in furtherance of the incurrence of any


                                       18


indebtedness for borrowed money or for equipment lease financings by the Company
or its subsidiaries,  (f) Common Stock or other securities issued or issuable in
a Public  Offering,  (g) Common Stock or other  securities  issued in connection
with  any  stock  split,  dividend,  combination,  recapitalization  or  similar
transaction,  (h) Common Stock issued or issuable  upon the exercise of warrants
or other  securities or rights to persons or entities with which the Company has
or is entering into a technology  or other  strategic  relationship  not for the
purpose of raising  money or  providing  financing,  (i) Common  Stock issued or
issuable  upon  conversion  of  Series  A  Preferred  Stock or as  dividends  or
distributions  on the Series A  Preferred  Stock and (j)  Common  Stock or other
securities  issued  directly  or  indirectly  upon the  conversion,  exchange or
exercise of any securities issued pursuant to any of the clauses of this Section
6.3.

7. INFORMATION RIGHTS.

      (a) The books and records of the Company shall be available for inspection
by the Clearlake  Investors at the principal office and place of business of the
Company.  The Clearlake Investors shall have the right to receive,  upon request
therefor,  (a) audited annual consolidated  financial  statements of the Company
promptly  following  such  statements  becoming  available to the  Company,  (b)
unaudited quarterly  consolidated  financial  statements of the Company promptly
following  such  statements  becoming  available to the  Company,  (c) an annual
budget of the Company with  respect to each fiscal year within  thirty (30) days
following  presentation  thereof  to the Board or,  if the Board  approves  such
budget,  approval thereof, (d) unaudited monthly consolidated income statements,
balance sheets,  and cashflow  statements of the Company promptly  following the
preparation  thereof  and  (e)  such  other  information  as may  be  reasonably
requested by a Clearlake  Investor  relating to the Company which the Company is
permitted to disclose; provided, however, that any such Person gaining access to
information  regarding the Company  pursuant to this Section 7(a) shall agree to
hold in strict confidence, and shall not make any disclosure of, any information
regarding  the  Company  which  the  Company  determines  in  good  faith  to be
confidential, and of which determination such Person is notified, unless (w) the
release  of  such   information   is  requested  or  required  (by   deposition,
interrogatory,  requests for information or documents by a governmental  entity,
subpoena or similar process),  (x) such information is or becomes publicly known
without a breach of this Agreement, (y) such information is or becomes available
to such Person on a non-confidential  basis from a source other than the Company
or (z) such information is independently developed by such Person.

      (b) The rights of the Clearlake  Investors under Section 7(a) hereof shall
terminate  at such  time  that  the  Clearlake  Investors  cease to own at least
145,067  shares  of Common  Stock (as  adjusted  for  stock  dividends,  splits,
combinations or similar events and including all shares of Common Stock issuable
to the Clearlake Investors upon the conversion and/or exercise of all securities
held by the Clearlake  Investors that are convertible  and/or  exerciseable  for
shares of Common Stock).

8. STOCKHOLDER AGREEMENTS

      8.1.  Board  Composition.  The  Clearlake  Investors and the HOVRS Parties
hereby agree as follows:


                                       19


                        (a) The Clearlake  Investors and the HOVRS Parties shall
            take all  Necessary  Action to cause the Board to be comprised of up
            to eight (8)  directors,  two (2) of whom shall be designated by the
            Clearlake  Investors;  provided that, if the Clearlake  Investors at
            any time cease to own at least 1,600,000  shares of Common Stock (as
            adjusted  for  stock  dividends,  splits,  combinations  or  similar
            events),  then the  Clearlake  Investors  shall only be  entitled to
            designate  one (1) director,  and if the Clearlake  Investors at any
            time cease to own any Common  Stock,  then the  Clearlake  Investors
            shall cease to be entitled to designate a director.

                        (b)  If the  number  of  directors  that  the  Clearlake
            Investors  have the right to  designate  to the  Board is  decreased
            pursuant to Section  8.1(a),  then the  designees  appointed by such
            party shall resign or, if such person fails to resign, the Clearlake
            Investors  and HOVRS  Parties  shall  take all  Necessary  Action to
            immediately  remove such director or directors,  as the case may be,
            from the Board.

                        (c) Except as provided  above,  the Clearlake  Investors
            shall have the exclusive right to appoint and remove their designees
            to the  Board,  as well as the  exclusive  right  to fill  vacancies
            created  by  reason  of  death,   removal  or  resignation  of  such
            designees,  and the Clearlake  Investors and the HOVRS Parties shall
            take all Necessary Action to cause the Board to be so constituted.

                        (d) For  purposes  of this  Section  8.1,  the number of
            shares of Common Stock held by any Person  shall  include all shares
            of Common Stock issuable to such Person upon the  conversion  and/or
            exercise of all securities  held by such Person that are convertible
            and/or exerciseable for shares of Common Stock.

      8.2.  Amendment to the  Certificate  of  Incorporation.  Each of the HOVRS
Parties and the Clearlake  Investors agree to use all Necessary  Action to cause
the Company's  Amended and Restated  Certificate of Incorporation to be amended,
within  one year of the date  hereof,  to  delete  the  provisions  set forth in
Article VII of the Amended and Restated Certificate of Incorporation filed on or
about the date hereof..

            8.3.  No  Company  Obligations.   Notwithstanding  anything  to  the
contrary set forth herein,  the Company shall have no rights or obligations with
respect to any provision in this Section 8.

9.  EXPENSES.  The Company shall  reimburse  the  directors  for all  reasonable
out-of-pocket  expenses incurred in connection with their attendance at meetings
of the Board, including without limitation, travel, lodging and meal expenses.

10. DEFINITIONS.

      "Acquisition Stock Purchase Agreement" shall have the meaning set forth in
the Recitals.


                                       20


      "Affiliate"  means, with respect to any Person, (i) any other Person which
directly  or  indirectly  through  one or more  intermediaries  controls,  or is
controlled by, or is under common control with, such Person (for the purposes of
this definition,  "control"  (including,  with correlative  meanings,  the terms
"controlling,"  "controlled by" and "under common control  with"),  as used with
respect to any Person,  means the  possession,  directly or  indirectly,  of the
power to direct or cause the  direction  of the  management  or policies of such
Person,  whether  through the  ownership of voting  securities,  by agreement or
otherwise);  provided,  however,  that  neither  the  Company  nor  any  of  its
Subsidiaries  shall be deemed an  Affiliate  of any of the  Investors  (and vice
versa) and none of the Investors shall be deemed Affiliates of each other solely
as a result of their relationship with respect to the Company.

      "Agreement" shall have the meaning set forth in the Preamble.

      "Amendment" shall have the meaning set forth in Section 6.3.

      "automatic shelf registration statement" has the meaning set forth in Rule
405 under the Securities Act.

      "Board" shall have the meaning set forth in Section 1.7.

      "Business  Day"  shall  mean any day that is not a  Saturday,  a Sunday or
other day on which banks are required or  authorized  by law to be closed in the
states of Delaware or New York.

      "Capital   Stock"  means  (i)  with  respect  to  any  Person  that  is  a
corporation,  any and all  shares,  interests,  participations,  rights or other
equivalents  (however  designated) of corporate  stock; and (ii) with respect to
any other Person, any and all partnership,  membership or other equity interests
of such Person.

      "Clearlake Investor" has the meaning set forth in the Preamble.

      "Clearlake  Investor  Registrable   Securities"  shall  mean  all  of  the
Registrable Securities held by any Clearlake Investor from time to time.

      "Clearlake Stock Purchase  Agreements" shall have the meaning set forth in
the Recitals.

      "Common Stock" shall mean the common stock of the Company,  par value $.01
per share.

      "Company" shall have the meaning set forth in the Preamble.

      "Demand Notice" shall have the meaning set forth in Section 1.2.

      "Demand  Registrations"  means  Long-Form   Registrations  and  Short-Form
Registrations requested pursuant to Section 1.1.

      "EDGAR"  means  the  Security   Exchange   Commission's   Electronic  Data
Gathering, Analysis and Retrieval system.


                                       21


      "Election Notice" shall have the meaning set forth in Section 6.1(b).

      "Effective Date" shall have the meaning set forth in the Preamble.

      "Family Member" means,  with respect to any natural Person,  such Person's
spouse and  descendants  (whether or not adopted) and any trust,  family limited
partnership or limited liability company that is and remains at all times solely
for the benefit of such Person's spouse and/or descendants.

      "free writing prospectus" has the meaning ascribed to such term under Rule
405 under the Securities Act.

      "HOVRS Holder" shall have the meaning set forth in Section 1.2.

      "HOVRS  Registration Rights Agreement" shall have the meaning set forth in
Section 1.2.

      "HOVRS Registrable Securities" shall have the meaning set forth in Section
1.2.

      "Indemnitees" shall have the meaning set forth in Section 4.1.

      "Initial Stock Purchase Agreement" shall have the meaning set forth in the
Recitals.

      "Investors" shall have the meaning set forth in the Preamble.

      "issuer free  writing  prospectus"  has the meaning  ascribed to such term
under Rule 433(h) under the Securities Act.

      "Lock-Up Period" shall have the meaning set forth in Section 3.4.1.

      "Long-Form Registrations" shall have the meaning set forth in Section 1.1.

      "Majority  Clearlake  Investor  Approval"  means the  written  approval of
Persons holding a majority of Clearlake Investor Registrable Securities.

      "Necessary  Action" shall mean,  with respect to a specified  result,  all
actions (to the extent such  actions are  permitted  by law)  necessary to cause
such result,  including (i) voting or providing a written  consent or proxy with
respect to the  Capital  Stock of the  Company,  (ii)  causing  the  adoption of
shareholders'  resolutions  or proxy with  respect to the  Capital  Stock of the
Company,  (iii)  causing  members of the Board (to the extent such  members were
nominated or designated by the Person  obligated to take such Necessary  Action,
and subject to any  fiduciary  duties that such members may have as directors of
the  Company)  to act in a certain  manner or causing  them to be removed in the
event  that they fail to act in such a manner,  (iv)  executing  agreements  and
instruments  to effect such result and (v) making,  or causing to be made,  with
governmental,   administrative   or   regulatory   authorities,   all   filings,
registrations  or similar  actions  that are  required to achieve  such  result;
provided that an  obligation to take all Necessary  Action shall not include any
obligation  to acquire or dispose of Capital  Stock or other  securities  of the
Company or any other Person.


                                       22


      "New Securities" shall have the meaning set forth in Section 6.3.

      "Person"  means  an  individual,   a  partnership,   a  joint  venture,  a
corporation,   a  limited   liability   company,   a  trust,  an  unincorporated
organization and a government or any department or agency thereof.

      "Permitted Transferee" shall mean, with respect to any Clearlake Investor,
(a) if any Transfer involves less than all of a Clearlake Investor's Registrable
Securities,  any Affiliate of a Clearlake Investor or Reservoir Capital Group or
its Affiliates,  or (b) if any Transfer  involves all of a Clearlake  Investor's
Registrable  Securities,  to any Person  other than a direct  competitor  of the
Company.

      "Piggyback Registration" shall have the meaning set forth in Section 2.1.

      "Public  Offering"  means a  public  offering  and  sale of  Common  Stock
pursuant to an effective registration statement under the Securities Act.

      "Registrable Securities" means (i) any share of Common Stock issued to any
Investor  (or any  Affiliate  thereof) as of the  Effective  Date or  thereafter
acquired,  including upon conversion of the Company's  Series A Preferred Stock,
by any Investor,  and (ii) any equity  securities issued or issuable directly or
indirectly with respect to any of the foregoing securities referred to in clause
(i) by way of share dividend or share split or in connection  with a combination
of shares, recapitalization,  merger, consolidation or other reorganization.  As
to any particular shares constituting  Registrable Securities,  such shares will
cease  to  be  Registrable  Securities  when  they  have  been  (x)  effectively
registered  under the  Securities  Act and  disposed of in  accordance  with the
registration statement covering them, or (y) sold to the public pursuant to Rule
144 under the Securities Act or sold in a block sale to a financial  institution
in the ordinary course of its trading business.  For purposes of this Agreement,
a Person will be deemed to be a holder of Registrable  Securities  whenever such
Person  has the  right  to  acquire  directly  or  indirectly  such  Registrable
Securities  (upon  conversion  or  exercise  in  connection  with a transfer  of
securities or otherwise,  but  disregarding any restrictions or limitations upon
the exercise of such right),  whether or not such  acquisition has actually been
effected.

      "Registration Expenses" shall have the meaning set forth in Section 3.2.

      "Rule  433"  means  Rule 433 under  the  Securities  Act or any  successor
federal law then in force.

      "Series A  Preferred  Stock"  means the  Series A  Preferred  Stock of the
Company, par value $.01 per share.

      "Securities  Act"  means the  United  States  Securities  Act of 1933,  as
amended, or any successor federal law then in force.

      "Securities and Exchange  Commission"  means the United States  Securities
and Exchange  Commission and any governmental  body or agency  succeeding to the
functions thereof.


                                       23


      "Securities  Exchange Act" means the United States Securities Exchange Act
of 1934, as amended, or any successor federal law then in force.

      "Shares"  shall  mean  collectively  any  shares of the  Company's  equity
securities  outstanding  from time to time,  including,  but not  limited to the
Common Stock and the Series A Preferred Stock.

      "Shelf Registration" shall have the meaning set forth in Section 1.4.

      "Short-Form  Registrations"  shall have the  meaning  set forth in Section
1.1.

      "Subscription Notice" shall have the meaning set forth in Section 6.1(a).

      "Subscription Period" shall have the meaning set forth in Section 6.1(b).

      "Transfer" shall mean any sale, pledge,  assignment,  encumbrance or other
transfer or  disposition  of any shares of  Registrable  Securities to any other
Person, whether directly, indirectly,  voluntarily,  involuntarily, by operation
of law, pursuant to judicial process or otherwise.

11. MISCELLANEOUS.

      11.1. No  Inconsistent  Agreements.  The Company will not hereafter  enter
into any agreement with respect to its securities which is inconsistent  with or
violates the rights  granted to the holders of  Registrable  Securities  in this
Agreement.

      11.2.  Remedies.  The  parties  hereto  agree and  acknowledge  that money
damages may not be an adequate  remedy for any breach of the  provisions of this
Agreement  and that,  in addition to any other  rights and remedies at law or in
equity  existing in its favor,  any party  shall be  entitled  to seek  specific
performance  and/or other  injunctive  relief from any court of law or equity of
competent  jurisdiction (without posting any bond or other security) in order to
enforce or prevent violation of the provisions of this Agreement.

      11.3. Amendment and Waiver.

      (a) Except as otherwise  provided  herein,  this Agreement may be amended,
modified,  extended or terminated, and the provisions hereof may be waived, only
by an agreement in writing signed by the Company and Persons  holding a majority
of Clearlake Investor Registrable  Securities,  provided,  that the admission of
new  parties  pursuant  to the terms of  Section  11.4 shall not  constitute  an
amendment of this  Agreement for purposes of this Section 11.3.  Notwithstanding
the foregoing (A) if any  amendment,  modification,  extension,  termination  or
waiver (an  "Amendment")  would treat any  Investor or group of  Investors  in a
manner  different  from,  and  materially  adverse  relative  to, the  Clearlake
Investors  voting in favor of such  Amendment,  then such Amendment will require
the consent of the Investor or Investors  holding a majority of the  Registrable
Securities of such group  adversely  treated,  (B) any Amendment of Section 8 or
11.4(b)  hereof  shall  require  the  consent of Persons  holding a majority  of
Clearlake Investor Registrable Securities,  and HOVRS Parties holding a majority
of the Common Stock held by all HOVRS  Parties  (except that any such  Amendment
that purports to impose any


                                       24


obligation on the Company  shall also require the consent of the  Company),  (C)
any  Amendment  of  Sections  1, 2 or 3 hereof that would (x) have the effect of
treating the HOVRS Parties in a manner  different  from, and materially  adverse
relative to, the Clearlake  Investors  voting in favor of such  Amendment or (y)
cause this Agreement to conflict with the HOVRS Registration Rights Agreement as
in effect on the date hereof, shall require the consent of the Company,  Persons
holding a majority  of  Clearlake  Investor  Registrable  Securities,  and HOVRS
Parties holding a majority of the Common Stock held by all HOVRS Parties and (D)
any  Amendment of clause (B), (C) or (D) of this Section  11.3(a)  shall require
the consent of the Company,  Persons  holding a majority of  Clearlake  Investor
Registrable Securities, and HOVRS Parties holding a majority of the Common Stock
held by all HOVRS Parties.

      (b) Each such  Amendment  shall be binding upon each party hereto and each
Investor  subject  hereto.  In  addition,  each party  hereto and each  Investor
subject hereto may waive any right hereunder,  as to itself, by an instrument in
writing  signed by such party or  Investor.  The failure of any party to enforce
any  provisions  of this  Agreement  shall in no way be construed as a waiver of
such  provisions  and shall not  affect the right of such  party  thereafter  to
enforce each and every provision of this Agreement in accordance with its terms.
To the extent the  Amendment of any Section of this  Agreement  would  require a
specific  consent pursuant to this Section 11.3, any Amendment to definitions to
the extent used in such Section shall also require such specified consent.

      (c) It is  acknowledged  that this  Agreement  amends and  restates in its
entirety  that  certain  Investor  Rights  Agreement  dated as of August 1, 2007
between  the  Company  and the  Clearlake  Investors,  as the same may have been
amended,  supplemented or otherwise modified from time to time prior to the date
hereof.

      11.4. Successors and Assigns; Transferees.

      (a) This  Agreement  shall be binding upon and inure to the benefit of and
be  enforceable  by the  parties  hereto  and their  respective  successors  and
assigns.  Registrable  Securities  shall continue to be  Registrable  Securities
after any Transfer (except if such securities were effectively  registered under
the Securities Act and disposed of in accordance with the registration statement
covering them,  sold to the public pursuant to Rule 144 under the Securities Act
or sold in a block sale to a financial institution in the ordinary course of its
trading business).  Any transferee receiving shares of Registrable Securities in
a Transfer  effected in compliance with the terms of this Agreement shall become
an  Investor  party to this  Agreement  and  shall be  subject  to the terms and
conditions  of, and be entitled to enforce,  this  Agreement to the same extent,
and in the  same  capacity,  as  the  Person  that  Transfers  such  Registrable
Securities to such  transferee;  provided that only a Permitted  Transferee of a
Clearlake  Investor  will be deemed to be a Clearlake  Investor  for purposes of
this Agreement. For the avoidance of doubt, any transferee receiving Registrable
Securities  in a  Transfer  that  is not a  Clearlake  Investor  or a  Permitted
Transferee of a Clearlake Investor or its Affiliates will become a party to this
Agreement  without the benefit of the right to initiate Demand  Registrations or
other rights  afforded to the  Clearlake  Investors  hereunder.  Other than with
respect to a pledge  permitted  pursuant to Section 5.2.3  hereof,  prior to the
Transfer of any  Registrable  Securities to any  transferee,  and as a condition
thereto,  each Investor  effecting such Transfer shall (a) cause such transferee
to deliver to the Company and each of the  Investors its written  agreement,  in
form and


                                       25


substance  reasonably  satisfactory to the Company, to be bound by the terms and
conditions of this Agreement to the extent  described in the preceding  sentence
and (b) if such Transfer is to a Permitted  Transferee,  remain  directly liable
for the  performance  by such  Permitted  Transferee of all  obligations of such
transferee under this Agreement.

      (b)  Prior to the  Transfer  by any  HOVRS  Party of any of the  Company's
Capital Stock to any transferee,  and as a condition  thereto,  such HOVRS Party
shall cause such  transferee to deliver to the Company and each of the Investors
its written  agreement,  in form and substance  reasonably  satisfactory  to the
Company, to be subject to the terms and conditions of this Agreement to the same
extent, and in the same capacity, as the HOVRS Party that Transfers such Capital
Stock to such transferee;  provided that this Section 11.4(b) shall not apply to
Transfers  of  Capital  Stock  that (x) are  effectively  registered  under  the
Securities  Act and  disposed of in  accordance  with a  registration  statement
covering such Capital Stock,  or (y) constitute  sales to the public pursuant to
Rule 144 under the  Securities Act or block sales to financial  institutions  in
the ordinary course of their trading business.

      11.5.  Severability.  Whenever possible,  each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any  provision of this  Agreement is held to be invalid,
illegal or  unenforceable in any respect under any applicable law or rule in any
jurisdiction,  such invalidity,  illegality or unenforceability shall not affect
any other  provision or the  effectiveness  or validity of any  provision in any
other jurisdiction, and this Agreement shall be reformed, construed and enforced
in such jurisdiction as if such invalid,  illegal or unenforceable provision had
never been contained herein.

      11.6.   Counterparts.   This   Agreement   may  be  executed  in  separate
counterparts, each of which shall be an original and all of which taken together
shall constitute one and the same Agreement.

      11.7. Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.

      11.8. Notices.  Any and all notices or other  communications or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed  given,  delivered  and  effective  on the  earliest  of (i) the  date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified  in this Section 11.8 prior to 5:00 p.m.
(Eastern  time) on a  Business  Day,  (ii) the  Business  Day  after the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified in this  Agreement  later than 5:00 p.m.
(Eastern time) on any Business Day and earlier than 11:59 p.m. (Eastern time) on
the day  preceding  the next  Business  Day, or (iii) one (1) Business Day after
when sent, if sent by nationally  recognized  overnight courier service (charges
prepaid). The address for such notices and communications shall be as follows:


                                       26


      If to the Company:

               GoAmerica, Inc.
               433 Hackensack Avenue
               Hackensack, NJ  07601
               Facsimile: (201) 527-1081
               Attention: General Counsel and Chief Financial Officer

      with a copy to:

               Lowenstein Sandler PC
               65 Livingston Avenue
               Roseland, NJ  07068
               Facsimile: (973) 587-2351
               Attention: Peter H. Ehrenberg

      If to any Clearlake  Investor:  to the  addressee  specified on Schedule A
hereto.

      If to any HOVRS Party: to the addressee specified on Schedule B hereto.

      11.9.  Delivery by Facsimile.  This Agreement and any signed  agreement or
instrument entered into in connection  herewith or contemplated  hereby, and any
amendments  hereto or thereto,  to the extent signed and delivered by means of a
facsimile  machine,  shall be treated in all manner and  respects as an original
agreement or  instrument  and shall be considered to have the same binding legal
effect as if it were the original signed version thereof delivered in person. At
the request of any party  hereto or to any such  agreement or  instrument,  each
other  party  hereto or thereto  shall  re-execute  original  forms  thereof and
deliver them to all other  parties.  No party hereto or to any such agreement or
instrument shall raise the use of a facsimile  machine to deliver a signature or
the fact that any  signature or  agreement  or  instrument  was  transmitted  or
communicated  through  the  use  of a  facsimile  machine  as a  defense  to the
formation of a contract and each such party forever waives any such defense.

      11.10. Governing Law. This Agreement shall be governed by and construed in
accordance  with the laws of the  State of New  York  applicable  to a  contract
executed and performed in such state,  without giving effect to the conflicts of
laws principles thereof.

      11.11.  Jurisdiction;  Submission  to  Jurisdiction;  Waivers.  Each party
hereto  irrevocably agrees that any proceeding with respect to this Agreement or
for  recognition  and  enforcement of any judgment in respect thereof brought by
the  other  party  hereto or its  successors  or  assigns,  may be  brought  and
determined  in the Supreme  Court of the State of New York in New York County or
in the United States  District Court for the Southern  District of New York, and
each party hereto hereby irrevocably  submits with regard to any such proceeding
for itself and in respect to its properties, generally and unconditionally,  for
all purposes of this Agreement.

      11.12.  Waiver of Jury Trial.  To the extent not  prohibited by applicable
law that cannot be waived,  each party hereto  waives,  and covenants  that such
party will not assert (whether as plaintiff,  defendant or otherwise), any right
to trail by jury in any forum in


                                       27


respect of any issue,  claim or proceeding  arising out of this Agreement or the
subject  matter  hereof or in any way  connected  with the dealings of any party
hereto in connection with any of the above, in each case whether now existing or
hereafter arising and whether in contract, tort or otherwise.  Any party to this
Agreement  may  file a copy of this  Section  11.12  with any  court as  written
evidence of the consent of the parties  hereto to the waiver of their  rights to
trial by jury.

      11.13.  Termination.  The provisions of Section 11 of this Agreement shall
terminate  as to any  Investor at such time as such  Investor  ceases to own any
Series A Preferred Stock or shares issued upon conversion thereof or in exchange
therefor.

                         * * Signature pages follow * *


                                       28


            IN WITNESS  WHEREOF,  the parties have executed this Investor Rights
Agreement on the day and year first above written.

                                        COMPANY:

                                        GOAMERICA, INC.

                                        By:    /s/ Daniel R. Luis
                                               ---------------------------------
                                        Name:  Daniel R. Luis
                                        Title: Chief Executive Officer




                                   INVESTORS

                                   CCP A, L.P.

                                   By:  CLEARLAKE CAPITAL PARTNERS, LLC
                                   Its: General Partner

                                   By:  CCG Operations, LLC
                                   Its: Managing Member

                                   By:  /s/ Behdad Eghbali
                                        ----------------------------------------
                                        Name:  Behdad Eghbali
                                        Title: Authorized Signatory

                                   Clearlake Capital GoAmerica Coinvestment, LLC

                                   By:  Clearlake Capital Group, L.P.
                                   Its: Manager

                                   By:  CCG Operations, LLC
                                   Its: General Partner

                                   By:  /s/ Behdad Eghbali
                                        ----------------------------------------
                                        Name:  Behdad Eghbali
                                        Title: Authorized Signatory




                                        HOVRS PARTIES

                                        /s/ Ronald Obray
                                        -----------------------
                                        Name: Ronald Obray

                                        /s/ Denise E. Obray
                                        -----------------------
                                        Name: Denise E. Obray




                                        /s/ Edmond Routhier
                                        -----------------------
                                        Name: Edmond Routhier




                                        CAYMUS INVESTMENT GROUP, LLC

                                        By: /s/ Edmond Routhier
                                            ------------------------------------
                                            Edmond Routhier, Managing Member




                                        /s/ Steve Eskenazi
                                        -----------------------
                                        Name: Steve Eskenazi




                                        /s/ Jack Clark
                                        -----------------------
                                        Name: Jack Clark




                                        /s/ Bill McDonagh
                                        -----------------------
                                        Name: Bill McDonagh




                         Schedule A: Clearlake Investors

CCP A, L.P.

Address for Notice:
Clearlake Capital Group, L.P.
650 Madison Ave.
23rd Floor
New York, NY 10022
Attention:  Behdad Eghbali
Facsimile: (212) 610-9121

With a copy to:

Milbank, Tweed, Hadley & McCloy LLP
601 S. Figueroa, 30th Floor
Los Angeles, CA  90017
Attention:  Melainie K. Mansfield, Esq.
Facsimile:  (213) 892-4711

Clearlake Capital GoAmerica Coinvestment, LLC

Address for Notice:
Clearlake Capital Group, L.P.
650 Madison Ave.
23rd Floor
New York, NY 10022
Attention:  Behdad Eghbali
Facsimile: (212) 610-9121

With a copy to:

Milbank, Tweed, Hadley & McCloy LLP
601 S. Figueroa, 30th Floor
Los Angeles, CA  90017
Attention:  Melainie K. Mansfield, Esq.
Facsimile:  (213) 892-4711

EX-10.7

                                                                    Exhibit 10.7

                                                               EXECUTION VERSION

                    LOCK-UP AND REGISTRATION RIGHTS AGREEMENT

      This LOCK-UP AND  REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement")  is
entered into as of January 10, 2008,  by and among  GoAmerica,  Inc., a Delaware
corporation (the "Company"),  and certain former  stockholders of Hands On Video
Relay  Services,   Inc.,  a  Delaware  corporation   ("HOVRS"),   that  are  now
stockholders  of the Company and are  identified on the  signature  pages hereto
(each a "Stockholder," and collectively, the "Stockholders").

                                    RECITALS
                                    --------

      A.  Reference is hereby made to that certain  Agreement and Plan of Merger
dated as of  September  12,  2007 (as it may be amended  from time to time,  the
"Merger Agreement"),  by and among Acquirer,  HOVRS Acquisition  Corporation,  a
Delaware  corporation  and wholly owned  subsidiary of Acquirer  ("HOVRS  Merger
Sub"),  and HOVRS,  pursuant to which,  and subject to the terms and  conditions
whereof,  (i) HOVRS  Merger  Sub  merged  with and into  HOVRS and the  separate
corporate  existence of HOVRS Merger Sub ceased, (ii) each share of HOVRS Common
Stock converted into the right to receive the Common Merger  Consideration,  and
(iii) each share of HOVRS  Preferred  Stock  converted into the right to receive
the Preferred Merger  Consideration (such transactions are referred to herein as
the "Merger"). Capitalized terms used herein without being defined have the same
meanings that they are given in the Merger Agreement.

      B. The Stockholders  received cash and the shares of Acquirer Common Stock
as set forth on  Schedule A attached  hereto  (the  "Shares")  as Common  Merger
Consideration and Preferred Merger  Consideration,  as the case may be, pursuant
to the Merger Agreement.

      C. The  Company  has  requested  that the  Stockholders  enter  into  this
Agreement  to provide for a lock-up of the Shares,  and such parties are willing
to enter into this  Agreement for such purpose and for purposes of obtaining the
registration rights set forth herein.

                                    AGREEMENT
                                    ---------

      The parties hereby agree as follows:

      1. Lock-Up.  Each Stockholder  agrees that,  following the Effective Time,
such  Stockholder  shall  not,  with  respect  to the  Shares  received  by such
Stockholder pursuant to the Merger,

            (A) during  the first  one-year  period  immediately  following  the
Effective Time, sell, transfer or otherwise dispose of any such Shares, and

            (B) during the second one-year period  following the Effective Time,
sell,  transfer or otherwise  dispose of Shares within any  preceding  three (3)
month period  representing  more than the greater of (i) one percent (1%) of the
number of shares of Acquirer Common Stock then  outstanding as shown by the most
recent  report or  statement  published  by  Acquirer,  (ii) the average  weekly
reported  volume of trading in Acquirer  Common Stock reported on


                                       35


Nasdaq Capital Market during the four (4) calendar weeks preceding the filing of
Form 144 with the SEC,  by the selling  Stockholder,  as required by Rule 144 of
the Securities  Act, or if no such notice is required the date of receipt of the
order to execute the  transaction  by the broker or the date of execution of the
transaction  directly with a market maker, or (iii) the average weekly volume of
trading in Acquirer Common Stock reported  pursuant to an effective  transaction
reporting plan or an effective  national market system plan during the four-week
period specified above.

      2.  Registration  Rights.  The Company and the  Stockholders  covenant and
agree as follows:

            2.1 Definitions. For purposes of this Agreement:

                  (a) "Average  Closing  Price"  shall mean the average  closing
price of Acquirer Common Stock as reported on the Nasdaq Capital Market over any
ninety (90) day period.

                  (b)  "Clearlake  Holders" shall have the meaning given thereto
in the Investor Rights Agreement.

                  (c) "Clearlake Registrable  Securities" shall have the meaning
given thereto in the Investor Rights Agreement.

                  (d) "Exchange Act" means the Securities  Exchange Act of 1934,
as  amended  (and  any  successor  thereto),   and  the  rules  and  regulations
promulgated thereunder;

                  (e) "Excluded  Registration"  means a  registration  statement
relating  solely to the sale of  securities of  participants  in a Company stock
plan, a registration relating to a corporate reorganization or transaction under
Rule 145 of the Securities Act, or a registration in which the only common stock
being  registered is common stock  issuable upon  conversion of debt  securities
which are also being registered;

                  (f) "Form S-3" means such form under the  Securities Act as in
effect on the date hereof or any successor  form under the  Securities  Act that
permits  significant  incorporation  by  reference of the  Company's  subsequent
public filings under the Exchange Act;

                  (g)  "Holder"  means  any   Stockholder   owning   Registrable
Securities or any permitted  assignee thereof in accordance with Section 2.12 of
this Agreement;

                  (h)  "Investor  Rights  Agreement"  shall  mean  that  certain
Amended  and  Restated  Investor  Rights  Agreement  in  substantially  the form
attached as Exhibit B-3 to the Amended and Restated Stock Purchase  Agreement of
even date herewith,  between the Company and the Investors party thereto, as the
same may be amended or modified  from time to time so long as such  amendment or
modification does not conflict with the terms of this Agreement.

                  (i) "register,"  "registered," and  "registration"  refer to a
registration  effected  by  preparing  and filing a  registration  statement  or
similar  document in compliance  with


                                       2


the Securities  Act, and the  declaration or ordering of  effectiveness  of such
registration statement or document;

                  (j)  "Registrable  Securities"  means (i) the Shares held by a
Holder  and  any  assignee  thereof  in  accordance  with  Section  2.12 of this
Agreement,  and (ii) any other  shares of Acquirer  Common  Stock  issued as (or
issuable upon the conversion or exercise of any warrant, right or other security
which is issued as) a dividend  or other  distribution  with  respect  to, or in
exchange for or in replacement of, the Shares identified in (i);

                  (k) The  number  of  shares of  "Registrable  Securities  then
outstanding"  shall be determined by the number of Shares outstanding which are,
and the number of shares of  Acquirer  Common  Stock  issuable  pursuant to then
exercisable or convertible securities which are, Registrable Securities;

                  (l) "SEC" means the Securities and Exchange Commission; and

                  (m)  "Securities  Act" means the  Securities  Act of 1933,  as
amended (and any successor thereto),  and the rules and regulations  promulgated
thereunder.

            2.2 Request for Registration in Secondary Offering.

                  (a)  Notwithstanding  the  provisions  of Section 1 above,  if
after the one (1) year  anniversary  of the Effective  Time the Acquirer  Common
Stock has an Average Closing Price of $20.00 per share, and if the Company shall
receive a written request from the Holders of at least twenty-five percent (25%)
of the Registrable  Securities then outstanding (the "Initiating  Holders") that
the Company file a registration  statement under the Securities Act covering the
registration of Registrable Securities,  then, subject to the qualifications set
forth herein and to any limitations that the SEC may impose,  the Company shall,
within twenty (20) days after  receiving  such request,  give written  notice of
such request to all Holders and all Clearlake Holders and shall,  subject to the
limitations of subsection 2.2(b),  use commercially  reasonable efforts to cause
to be registered under the Securities Act all of the Registrable Securities that
each such Holder and all of the Clearlake Registrable  Securities that each such
Clearlake Holder has requested to be registered as expeditiously as possible.

                  (b)  If  the  Initiating  Holders  intend  to  distribute  the
Registrable  Securities  covered by their  request by means of an  underwriting,
they shall so advise  the  Company as a part of their  request  and the  Company
shall include such  information in the written notice  referred to in subsection
2.2(a). The underwriter will be selected by the Company, which underwriter shall
be  reasonably  acceptable  to a  majority  in  interest  of the  Holders  whose
Registrable  Securities are to be included in the  underwriting.  In such event,
the  right  of  any  Holder  to  include  his  Registrable  Securities  in  such
registration  shall be  conditioned  upon such  Holder's  participation  in such
underwriting  and the inclusion of such Holder's  Registrable  Securities in the
underwriting  (unless otherwise mutually agreed by a majority in interest of the
Initiating  Holders and such Holder) to the extent provided herein.  The Company
and  all  Holders   proposing  to  distribute  their  securities   through  such
underwriting  shall enter into an underwriting  agreement in customary form with
the underwriter or underwriters selected for such


                                       3


underwriting.  Notwithstanding  any other  provision of this Section 2.2, if the
underwriter  advises the Company in good faith that marketing  factors require a
limitation of the number of shares to be underwritten, then the Company shall so
advise all  Holders  of  Registrable  Securities  and all  holders of  Clearlake
Registrable  Securities  which would otherwise be underwritten  pursuant hereto,
and the number of shares of  Registrable  Securities  and Clearlake  Registrable
Securities that may be included in the underwriting shall be allocated among all
participating  Clearlake  Holders and Holders thereof,  including the Initiating
Holders,  in proportion (as nearly as  practicable) to the amount of Registrable
Securities  and  Clearlake  Registrable  Securities of the Company owned by each
participating  Holder and Clearlake  Holder.  In no event shall any  Registrable
Securities   or  Clearlake   Registrable   Securities   be  excluded  from  such
underwriting  unless all other securities are first excluded from such offering.
Any Registrable  Securities or Clearlake Registrable Securities excluded from or
withdrawn from such underwriting shall be withdrawn from registration.

                  (c)  Notwithstanding  the  foregoing,  if  the  Company  shall
furnish to the Initiating  Holders a certificate  signed by the President of the
Company stating that in the good faith judgment of the Board of Directors of the
Company it would be seriously  detrimental  to the Company and its  stockholders
for such registration statement to be filed, the Company shall have the right to
defer such filing for a period of not more than sixty (60) days after receipt of
the request of the Initiating Holders;  provided,  however, that the Company may
not  utilize  this right or the similar  right set forth in Section  2.4(b)(iii)
more than once in any 12-month period, and provided,  further,  that the Company
shall  not  register  any  securities  for the  account  of  itself or any other
stockholder during such 60-day period (other than in an Excluded Registration).

            2.3 Company Registration.

                  (a)  Notwithstanding  the  provisions  of Section 1 above,  if
after the one (1) year  anniversary  of the Effective  Time the Acquirer  Common
Stock has an Average Closing Price of $20.00 per share,  and if (but without any
obligation  to do so) the  Company  proposes  to  register  (including  for this
purpose a registration  effected by the Company for stockholders  other than the
Holders) any of its stock under the Securities Act in connection with the public
offering   of  such   securities   solely  for  cash  (other  than  an  Excluded
Registration),  the  Company  shall,  at such time,  promptly  give each  Holder
written  notice of such  registration.  Upon the written  request of each Holder
given  within  twenty  (20) days after  mailing of such notice by the Company in
accordance  with Section 5.5, the Company  shall,  subject to the  provisions of
Section 2.8, use commercially reasonable efforts to cause to be registered under
the Securities Act all of the  Registrable  Securities that each such Holder has
requested to be registered if any stock of the Company is registered.

                  (b) The Company  shall have the right to terminate or withdraw
any  registration   initiated  by  it  under  this  Section  2.3  prior  to  the
effectiveness  of such  registration  whether or not any  Holder has  elected to
include securities in such registration. The expenses of such registration shall
be borne by the Company, in accordance with Section 2.7 hereof.

            2.4 Form S-3 Registration. Notwithstanding the provisions of Section
1  above,  if after  the one (1)  year  anniversary  of the  Effective  Time the
Acquirer Common Stock


                                       4


has an  Average  Closing  Price of $20.00 per share,  and if the  Company  shall
receive  from any  Holder or  Holders  of not less  than 25% of the  Registrable
Securities  then  outstanding  a written  request or  requests  that the Company
effect a registration  on Form S-3 and any related  qualification  or compliance
with respect to all or a part of the Registrable Securities owned by such Holder
or Holders,  then,  subject to the  qualifications  set forth  herein and to any
limitations that the SEC may impose, the Company will:

                  (a) promptly give written notice of the proposed registration,
and any related qualification or compliance, to all other Holders of Registrable
Securities and to all holders of Clearlake Registrable Securities;

                  (b) use commercially  reasonable efforts to effect, as soon as
practicable,  such registration and all such  qualifications  and compliances as
may be so requested and as would permit or facilitate the sale and  distribution
of all or such portion of such  Holder's or Holders'  Registrable  Securities as
are  specified  in  such  request,  together  with  all or such  portion  of the
Registrable Securities of any other Holder or Holders and all or such portion of
the Clearlake Registrable  Securities of any other Clearlake Holder or Clearlake
Holders  joining in such  request as are  specified in a written  request  given
within  fifteen (15) days after receipt of such written notice from the Company;
provided,  however,  that the Company  shall not be obligated to effect any such
registration,  qualification or compliance, pursuant to this Section 2.4: (i) if
Form S-3 is not available for such offering by the Holders; (ii) if the Holders,
together  with the holders of any other  securities  of the Company  entitled to
inclusion in such registration,  propose to sell Registrable Securities and such
other  securities  (if any) at an  aggregate  price to the  public  of less than
$5,000,000;  (iii) if the Company shall furnish to the Holders and the Clearlake
Holders a certificate signed by the President of the Company stating that in the
good  faith  judgment  of the Board of  Directors  of the  Company,  it would be
seriously  detrimental to the Company and its stockholders for such registration
statement to be filed, the Company shall have the right to defer such filing for
a period of not more than sixty (60) days  after  receipt of the  request of the
Holder or Holders under this Section 2.4;  provided,  however,  that the Company
shall not utilize  this right or the similar  right set forth in Section  2.2(c)
more than twice in any twelve (12) month period; (iv) if the Company has, within
the  twelve  (12)  month  period  preceding  the date of such  request,  already
effected  two (2)  registration  on Form S-3 for the  Holders  pursuant  to this
Section 2.4; (v) in any  jurisdiction  in which the Company would be required to
qualify to do business or to execute a general  consent to service of process in
effecting such  registration,  qualification or compliance unless the Company is
already  qualified  to do  business  or  subject  to  service of process in that
jurisdiction;  and (vi) during the period  ending one hundred  eighty (180) days
after the effective date of a registration statement subject to Section 2.3; and

                  (c)  subject  to  the  foregoing,  the  Company  shall  file a
registration  statement covering the Registrable Securities and other securities
so  requested  to be  registered  as soon as  practicable  after  receipt of the
request or requests of the Holders.

            2.5 Obligations of the Company. Whenever required under this Section
2 to effect the registration of any Registrable  Securities,  the Company shall,
as expeditiously as reasonably possible:


                                       5


                  (a)  Prepare  and file with the SEC a  registration  statement
with respect to such Registrable  Securities and use all reasonable best efforts
to cause such registration statement to become effective,  and, upon the request
of  the  Holders  of  a  majority  of  the  Registrable   Securities  registered
thereunder, keep such registration statement effective for up to sixty (60) days
and in the case of a  registration  request  pursuant to Section 2.4 one hundred
eighty (180) days,  or until the  distribution  described  in such  registration
statement is completed, if earlier.

                  (b)  Prepare  and  file  with  the  SEC  such  amendments  and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as may be  necessary  to  comply  with  the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities covered by such registration  statement for up to sixty (60) days and
in the case of a registration request pursuant to Section 2.4 one hundred eighty
(180) days, or until the distribution  described in such registration  statement
is completed, if earlier.

                  (c) Promptly notify the Holders of the  effectiveness  of such
registration  statement,  and furnish to the Holders such numbers of copies of a
prospectus,  including any supplement to the prospectus,  in conformity with the
requirements  of the  Securities  Act,  and  such  other  documents  as they may
reasonably  request  in order  to  facilitate  the  disposition  of  Registrable
Securities owned by them.

                  (d)  Following  the  effective   date  of  such   registration
statement,  notify the Holders of any request by the SEC that the Company  amend
or supplement such registration statement, or the associated prospectus.

                  (e) Use all  reasonable  best  efforts to register and qualify
the  securities  covered  by  such  registration   statement  under  such  other
securities  or Blue  Sky  laws of such  jurisdictions  as  shall  be  reasonably
requested by the  Holders,  provided  that the Company  shall not be required in
connection  therewith or as a condition  thereto to qualify to do business or to
file a general consent to service of process in any such states or jurisdictions
unless the Company is already  qualified to do business or subject to service of
process in that jurisdiction.

                  (f) In the event of any underwritten  public  offering,  enter
into and perform its obligations under an underwriting  agreement,  in usual and
customary form, with the managing underwriter of such offering.  Each Holder and
other security holder  participating in such underwriting  shall also enter into
and perform its obligations under such an agreement.

                  (g) Notify each Holder of  Registrable  Securities  covered by
such  registration  statement at any time when a prospectus  relating thereto is
required to be delivered  under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration  statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing,  such  obligation to continue for sixty (60) days and in the case of a
registration  request  pursuant to Section 2.4 one hundred  eighty (180) days or
until the distribution described in such registration statement is completed, if
earlier.


                                       6


                  (h) Cause all such Registrable  Securities registered pursuant
to this Section 2 to be listed on each national  securities  exchange or trading
system on which similar securities issued by the Company are then listed.

                  (i) Provide a transfer agent and registrar for all Registrable
Securities  registered  pursuant  hereunder  and a CUSIP  number  for  all  such
Registrable  Securities,  in each case not later than the effective date of such
registration.

                  (j) Make generally  available to its security holders,  and to
deliver to each Holder participating in the registration  statement, an earnings
statement of the Company that will satisfy the  provisions  of Section  11(a) of
the Securities Act covering a period of twelve (12) months  beginning  after the
effective date of such registration  statement as soon as reasonably practicable
after the termination of such twelve (12) month period.

            2.6 Information From Holders.  It shall be a condition  precedent to
the  obligations  of the Company to take any action  pursuant to this  Section 2
with  respect to the  Registrable  Securities  of any  selling  Holder that such
Holder shall furnish to the Company such information  regarding such Holder, the
Registrable  Securities  held by it, and the intended  method of  disposition of
such securities as shall be required to effect the registration of such Holder's
Registrable Securities. The Company shall have no obligation with respect to any
registration requested pursuant to Section 2.4 of this Agreement if, as a result
of the application of the preceding sentence, the anticipated aggregate offering
price of the Registrable  Securities to be included in the registration does not
equal or exceed the anticipated  aggregate offering price required to originally
trigger the Company's  obligation to initiate such  registration as specified in
subsection 2.4(b)(ii), whichever is applicable.

            2.7 Expenses of Registration.  All expenses other than  underwriting
discounts and commissions incurred in connection with registrations,  filings or
qualifications  pursuant  to  Sections  2.2,  2.3  and  2.4  including  (without
limitation)  all  registration,  filing and  qualification  fees,  printers' and
accounting  fees,  fees and  disbursements  of counsel for the Company,  and the
reasonable  fees and  disbursements  of one  counsel  for the  selling  Holders,
selected by them, shall be borne by the Company.

            2.8  Underwriting  Requirements.  In  connection  with any  offering
involving an underwriting of shares of the Company's  capital stock, the Company
shall  not be  required  under  Section  2.3  to  include  any  of the  Holders'
securities in such underwriting unless they accept the terms of the underwriting
as agreed upon between the Company and the underwriters  selected by the Company
(or by other persons entitled to select the underwriters), and then only in such
quantity  as the  underwriters  determine  in  their  sole  discretion  will not
jeopardize  the success of the offering by the  Company.  If the total amount of
securities,   including   Registrable   Securities  and  Clearlake   Registrable
Securities,  requested by Holders and  Clearlake  Holders to be included in such
offering  exceeds the amount of  securities  sold other than by the Company that
the  underwriters  determine in their sole  discretion  is  compatible  with the
success of the  offering,  then the Company  shall be required to include in the
offering only that number of such securities,  including Registrable  Securities
and Clearlake Registrable Securities,  which the underwriters determine in their
sole  discretion will not jeopardize the success of the offering (the securities
so


                                       7


included to be apportioned pro rata among the selling stockholders  according to
the total amount of  securities  entitled to be included  therein  owned by each
selling  stockholder or in such other proportions as shall mutually be agreed to
by such  selling  stockholders).  For  purposes of the  preceding  parenthetical
concerning  apportionment,  for any  selling  stockholder  which is a holder  of
Registrable  Securities and which is a venture capital fund, or a partnership or
corporation,  the affiliated funds, partners,  retired partners and stockholders
of such  holder,  or the estates  and family  members of any such  partners  and
retired partners and any trusts for the benefit of any of the foregoing  persons
shall be deemed to be a single "selling stockholder," and any pro-rata reduction
with respect to such  "selling  stockholder"  shall be based upon the  aggregate
amount  of  shares  carrying  registration  rights  owned  by all  entities  and
individuals included in such "selling stockholder," as defined in this sentence.

            2.9 Delay of Registration.  No Holder shall have any right to obtain
or seek an injunction restraining or otherwise delaying any such registration as
the  result  of  any   controversy   that  might  arise  with   respect  to  the
interpretation or implementation of this Section 2.

            2.10  Indemnification.  In the event any Registrable  Securities are
included in a registration statement under this Section 2:

                  (a) The Company will  indemnify and hold harmless each Holder,
each person, if any, who controls such Holder, the partners,  members,  officers
and directors,  of each Holder,  any  underwriter  (as defined in the Securities
Act) for such  Holder and each  person,  if any,  who  controls  such  Holder or
underwriter  within  the  meaning of the  Securities  Act or the  Exchange  Act,
against any losses, claims,  damages, or liabilities (joint or several) to which
they may become  subject  under the  Securities  Act,  the Exchange Act or other
federal or state law, insofar as such losses,  claims,  damages,  or liabilities
(or  actions  in  respect  thereof)  arise out of or are  based  upon any of the
following statements,  omissions or violations (collectively a "Violation"): (i)
any untrue statement or alleged untrue statement of a material fact contained in
such  registration  statement,  including  any  preliminary  prospectus or final
prospectus contained therein or any amendments or supplements thereto,  (ii) the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein,  or necessary to make the statements therein not misleading,  or
(iii) any violation or alleged  violation by the Company of the Securities  Act,
the Exchange Act, any state securities law or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any state  securities law; and the
Company will pay to each such Holder, partner, member, officer, director, agent,
underwriter  or  controlling  person,  as incurred,  any legal or other expenses
reasonably  incurred by them in connection with  investigating  or defending any
such loss, claim, damage,  liability,  or action;  provided,  however,  that the
indemnity  agreement  contained in this  subsection  2.10(a)  shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability, or action
if such settlement is effected without the consent of the Company (which consent
shall not be  unreasonably  withheld),  nor shall the  Company  be liable to any
Holder,  underwriter or  controlling  person for any such loss,  claim,  damage,
liability,  or action to the  extent  that it arises  out of or is based  upon a
Violation  which  occurs  in  reliance  upon  and  in  conformity  with  written
information  furnished expressly for use in connection with such registration by
any such Holder,  partner,  member,  officer,  director,  agent,  underwriter or
controlling person.


                                       8


                  (b) Each selling  Holder will  indemnify and hold harmless the
Company,  each of its  directors,  its  officers  and each  person,  if any, who
controls the Company within the meaning of the Securities Act, any  underwriter,
any other Holder  selling  securities  in such  registration  statement  and any
controlling person of any such underwriter or other Holder,  against any losses,
claims, damages, or liabilities (joint or several) to which any of the foregoing
persons may become subject,  under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses,  claims,  damages,  or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such  Violation  occurs in
reliance  upon and in  conformity  with  written  information  furnished by such
Holder  expressly for use in connection  with such  registration;  and each such
Holder will pay, as incurred, any legal or other expenses reasonably incurred by
any person intended to be indemnified  pursuant to this subsection  2.10(b),  in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability, or action; provided,  however, that the indemnity agreement contained
in this subsection  2.10(b) shall not apply to amounts paid in settlement of any
such loss,  claim,  damage,  liability or action if such  settlement is effected
without the  consent of the  Holder,  which  consent  shall not be  unreasonably
withheld,  and  provided,  further,  that in no event shall any  indemnification
obligation  by a Holder under this  Subsection  2.10(b)  exceed the net proceeds
from the offering received by such Holder.

                  (c) Promptly after receipt by an indemnified  party under this
Section  2.10  of  notice  of the  commencement  of any  action  (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 2.10, deliver to
the  indemnifying  party a written  notice of the  commencement  thereof and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,   to  assume  the  defense  thereof  with  counsel  mutually
satisfactory  to the  parties;  provided,  however,  that an  indemnified  party
(together with all other  indemnified  parties which may be represented  without
conflict by one counsel)  shall have the right to retain one  separate  counsel,
with the reasonable fees and expenses to be paid by the  indemnifying  party, if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action, if prejudicial to its ability to defend such action,  shall relieve such
indemnifying  party of any liability to the indemnified party under this Section
2.10, but the omission so to deliver  written notice to the  indemnifying  party
will not relieve it of any liability that it may have to any  indemnified  party
otherwise than under this Section 2.10.

                  (d) If the  indemnification  provided for in this Section 2.10
is  determined to be  unavailable  to an  indemnified  party with respect to any
loss,  liability,  claim,  damage  or  expense  referred  to  therein,  then the
indemnifying  party, in lieu of indemnifying  such indemnified  party hereunder,
shall  contribute to the amount paid or payable by such  indemnified  party as a
result of such loss, liability,  claim, damage, or expense in such proportion as
is appropriate to reflect the relative  fault of the  indemnifying  party on the
one  hand and of the  indemnified  party on the  other  in  connection  with the
statements or omissions that resulted in such loss, liability,  claim, damage or
expense as well as any other relevant equitable


                                       9


considerations;  provided,  that in no event shall any  contribution by a Holder
under this Subsection 2.10(d) exceed the lesser of (A) the net proceeds from the
offering  received  by such  Holder or (B) the extent to which such Holder is at
fault. The relative fault of the indemnifying party and of the indemnified party
shall be determined  by reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or the omission or alleged omission
to state a material  fact relates to  information  supplied by the  indemnifying
party or by the indemnified party and the parties'  relative intent,  knowledge,
access to  information,  and opportunity to correct or prevent such statement or
omission.

                  (e) The  obligations  of the Company  and  Holders  under this
Section  2.10 shall  survive  the  completion  of any  offering  of  Registrable
Securities in a registration statement under this Section 2, and otherwise.

            2.11 Reports Under the Exchange Act. With a view to making available
to the Holders the benefits of Rule 144 promulgated under the Securities Act and
any other rule or  regulation of the SEC that may at any time permit a Holder to
sell securities of the Company to the public without registration or pursuant to
a registration on Form S-3, the Company agrees to:

                  (a) make and keep public information available, as those terms
are  understood  and defined in SEC Rule 144,  at all times after the  effective
date of any public  offering of the Company's  securities so long as the Company
remains  subject to the periodic  reporting  requirements  under  Sections 13 or
15(d) of the Exchange Act;

                  (b) take such action,  including the voluntary registration of
its Common Stock under Section 12 of the Exchange Act, as is necessary to enable
the Holders to utilize  Form S-3 for the sale of their  Registrable  Securities,
such action to be taken as soon as practicable  after the end of the fiscal year
in which the first registration  statement filed by the Company for the offering
of its securities to the general public is declared effective;

                  (c) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and

                  (d) furnish to any Holder upon request,  so long as the Holder
owns any Registrable Securities,  (i) a written statement by the Company that it
has complied with the reporting requirements of SEC Rule 144, the Securities Act
and the Exchange Act, or that it qualifies as a registrant  whose securities may
be  resold  pursuant  to Form  S-3,  (ii) a copy of the most  recent  annual  or
quarterly report of the Company and such other reports and documents so filed by
the Company,  and (iii) such other information as may be reasonably requested in
availing  any  Holder of any rule or  regulation  of the SEC which  permits  the
selling of any such securities without registration or pursuant to such form.

            2.12  Assignment  of  Registration  Rights.  The rights to cause the
Company to register  Registrable  Securities  pursuant to this  Section 2 may be
assigned (but only with all related  obligations) by a Holder to a transferee or
assignee (i) that is a subsidiary,  parent,  partner,  limited partner,  retired
partner,  member,  retired member or  stockholder  of a Holder,  (ii) that is an
affiliated fund, (iii) who is a Holder's child, stepchild,  grandchild,  parent,
stepparent,


                                       10


grandparent,   spouse,  sibling,   mother-in-law,   father-in-law,   son-in-law,
daughter-in-law,  brother-in-law,  or sister-in-law (such a relation, a Holder's
"Immediate Family Member", which term shall include adoptive relationships),  or
(iv) that is a trust for the benefit of an  individual  Holder or such  Holder's
Immediate Family Member, provided the Company is, within a reasonable time after
such  transfer,  furnished  with written  notice of the name and address of such
transferee  or  assignee  and  the   securities   with  respect  to  which  such
registration  rights  are  being  assigned;  and  provided,  further,  that such
assignment  shall be effective  only if the  transferee  agrees in writing to be
bound by this  Agreement  and  immediately  following  such transfer the further
disposition of such securities by the transferee or assignee is restricted under
the  Securities  Act.  For the purposes of  determining  the number of shares of
Registrable  Securities  held by a  transferee  or  assignee,  the  holdings  of
transferees  and  assignees  of (x) a  partnership  who are  partners or retired
partners of such partnership or (y) a limited  liability company who are members
or retired members of such limited liability company (including Immediate Family
Members of such partners or members who acquire Registrable  Securities by gift,
will or  intestate  succession)  shall  be  aggregated  together  and  with  the
partnership  or limited  liability  company;  provided  that all  assignees  and
transferees  who would not qualify  individually  for assignment of registration
rights shall have a single  attorney-in-fact  for the purpose of exercising  any
rights, receiving notices or taking any action under Section 2.

            2.13  Rule  415  Limitations.   Notwithstanding   anything  in  this
Agreement  to the  contrary,  if the  SEC  refuses  to  declare  a  registration
statement  filed  pursuant  to this  Agreement  effective  as a valid  secondary
offering under Rule 415  promulgated  under the Securities Act due to the number
of Registrable  Securities sought to be included in such registration  statement
relative to the number of shares of Acquirer  Common  Stock  outstanding  or the
number of outstanding  shares of Acquirer Common Stock held by non-affiliates or
for any other reason,  then,  without any liability  under this Agreement or any
further obligation to register such excess Registrable  Securities,  the Company
shall be permitted to reduce the number of  Registrable  Securities  included in
such registration statement to an amount that does not exceed an amount that the
SEC allows for the offering  thereunder to qualify as a valid secondary offering
under Rule 415. The Company shall not be liable for damages under this Agreement
as to any  Registrable  Securities  that  are  not  permitted  by the  SEC to be
included in a registration statement due to SEC guidance relating to Rule 415.

            2.14  Clearlake  Limitations.   Notwithstanding   anything  in  this
Agreement to the contrary,  the rights and obligations of the parties  hereunder
shall be subject to their  respective  rights and  obligations  set forth in the
Investor Rights  Agreement.  In the event of any conflict between this Agreement
and the Investor  Rights  Agreement,  the  Investor  Rights  Agreement  shall be
controlling.


                                       11


      3.  Permitted  Transfers.  Notwithstanding  the provisions of Section 1 or
anything to the contrary  herein,  any  Stockholder  may transfer all or part of
such  Stockholder's  Shares  to (i) his  ancestors,  descendants,  siblings,  or
spouse, any executor or administrator of his estate, or to a custodian, trustee,
executor, or other fiduciary primarily for the account of the Stockholder or his
ancestors,  descendants,  siblings,  or spouse, (ii) an affiliate (as defined in
Rule 405 of  Regulation  D under  the  Securities  Act),  or (iii) to any  other
Stockholder  who is a  party  to  this  Agreement  (collectively,  an  "Exempted
Transferee");  provided,  that this  Agreement  shall be binding  upon each such
Exempted Transferee and, prior to the completion of such transfer, each Exempted
Transferee or his or its legal  representative  shall have executed documents in
form and substance  reasonably  satisfactory to the Company,  evidenced by their
written  acknowledgment  of such  satisfaction,  assuming the obligations of the
Stockholder  under this Agreement with respect to the transferred  Shares.  Such
transferred  shares  shall  remain  "Shares"  hereunder,  and  references  to  a
"Stockholder"  hereunder shall be deemed  thereafter to apply to and include the
transferor or transferees of any such Shares.

      4. Release of Claims. In consideration for the benefits provided hereunder
and under the Merger Agreement,  effective as of the consummation of the Merger,
each of the Stockholders do hereby release and forever discharge (the "Release")
HOVRS,  the Surviving  Corporation and Acquirer and their  officers,  directors,
employees,  affiliates  and agents  (the  "Released  Parties")  from any and all
manner of action or  actions,  cause or causes of  action,  in law or in equity,
suits, contracts,  agreements,  promises,  liability,  claims, demands, damages,
attorneys' fees or expense, of any nature whatsoever, known or unknown, fixed or
contingent, arising out of or related to the ownership of securities of HOVRS by
the  undersigned  holders  or by reason of the  undersigned  holders'  status as
holders of the capital stock of HOVRS (other than actions,  causes of action, in
law or in equity, suits, contracts,  agreements,  promises,  liability,  claims,
demands, damages,  attorneys' fees or expenses to the extent they arise pursuant
to or in connection with the Merger,  the Merger  Agreement and the other Merger
Documents). Stockholder hereby expressly waives any rights or benefits available
under the provisions of Section 1542 of the California  Code, which is quoted as
follows:

      "A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR  DOES NOT
      KNOW OR  SUSPECT  TO EXIST  IN HIS  FAVOR  AT THE  TIME OF  EXECUTING  THE
      RELEASE,  WHICH  IF  KNOWN  BY  HIM  MUST  HAVE  MATERIALLY  AFFECTED  HER
      SETTLEMENT WITH THE DEBTOR."

Stockholder  fully  understands  the  statutory  language  of said  section  and
nevertheless elects to and hereby does release each of the Released Parties from
all claims it may have against any of them,  whether  known or unknown,  arising
from the subject matter of the Release, and specifically waives any rights which
it may have under said section.  Stockholder fully understands that if the facts
with respect to this  Release are found  hereafter to be other than or different
from the facts now  believed to be true,  it  expressly  accepts and assumes the
risk of such possible difference in fact notwithstanding any such differences.


                                       12


      5. Miscellaneous.

            5.1 Notice. All notices and other communications  hereunder shall be
in writing and shall be deemed duly  delivered:  (i) upon  receipt if  delivered
personally;  (ii)  three  business  days after  being  mailed by  registered  or
certified mail, postage prepaid,  return receipt  requested;  (iii) one business
day  after it is sent by  commercial  overnight  courier  service;  or (iv) upon
transmission  if sent via facsimile with  confirmation of receipt to the parties
at the  following  address  (or at such  other  address  for a party as shall be
specified upon like notice):

                  If to the Company to:

                           GoAmerica, Inc.
                           433 Hackensack Avenue
                           Hackensack, NJ  07601
                           Attention:  Daniel R. Luis
                           Fax: (201) 996-1772
                           Tel: (201) 996-1717

                  with a copy to:

                           Chadbourne & Parke LLP
                           1200 New Hampshire Avenue, N.W.
                           Washington, DC  20036
                           Attention:  Dana Frix
                           Fax: (973) 974-679
                           Tel: (202) 974-5691

                  If to any Stockholder,

                           to the address set forth below such
                           Stockholder's name on Schedule A hereto

                  with a copy to:

                           Orrick, Herrington & Sutcliffe LLP
                           405 Howard Street
                           San Francisco, CA 94105
                           Attention:  Richard Smith
                           Fax: (415) 773-5759
                           Tel: (415) 773-5830

            5.2.  Entire   Agreement.   This  Agreement   supersedes  all  prior
agreements   between  the  parties  with  respect  to  its  subject  matter  and
constitutes  a complete and  exclusive  statement of the terms of the  agreement
between the parties with respect to its subject matter.


                                       13


            5.3. No Other Rights.  Nothing in this Agreement shall be considered
to give any person other than the parties any legal or equitable right, claim or
remedy under or in respect of this Agreement or any provision of this Agreement.
This Agreement and all of its provisions are for the sole and exclusive  benefit
of the parties and their respective successors and permitted assigns.

            5.4. Equitable Relief.  Each of the parties hereto acknowledges that
a breach by it of any provision contained in this Agreement will cause the other
parties to sustain  damage for which they would not have an  adequate  remedy at
law for money  damages,  and therefore each of the parties hereto agrees that in
the event of any such  breach,  the  aggrieved  party  shall be  entitled to the
remedy of  specific  performance  of such  agreement  and  injunctive  and other
equitable relief in addition to any other remedy to which it may be entitled, at
law or in equity.

            5.5 Severability. If any provision of this Agreement is held invalid
or unenforceable by a court of competent  jurisdiction,  the other provisions of
this  Agreement  shall  remain in full force and effect.  Any  provision of this
Agreement  which is held invalid or  unenforceable  only in part shall remain in
full force and effect to the extent not held invalid or unenforceable.

            5.6  Headings.  All  references  in this  Agreement  to "section" or
"sections" refer to the corresponding  numbered  paragraph or paragraphs of this
Agreement.  All words used in this  Agreement  shall be  construed  to be of the
appropriate gender or number as the context requires. Unless otherwise expressly
provided, the word "including" does not limit the preceding words or terms.

            5.7  Counterparts.  This  Agreement  may be  executed in one or more
counterparts,  each of  which  shall  be  considered  an  original  copy of this
Agreement  and all of  which,  when  taken  together,  shall  be  considered  to
constitute one and the same agreement.

            5.8 Governing Law. This Agreement shall be governed by and construed
in  accordance  with the laws of the  State of New York  without  regard to that
state's conflicts of laws principles.

            5.9 Amendments;  Waivers. Any amendment or modification of or to any
provision of this Agreement,  and any consent to any departure of any party from
the terms of any provision of this  Agreement,  shall be effective only if it is
made or given in writing and signed by each party. Notwithstanding the foregoing
sentence,  any  failure  of any of the  parties to comply  with any  obligation,
covenant,  agreement or condition  herein may be waived by any party entitled to
the benefits thereof only by a written  instrument signed by such party granting
such waiver,  but such waiver or failure to insist upon strict  compliance  with
such obligation,  covenant, agreement or condition shall not operate as a waiver
of, or estoppel with respect to, any subsequent or other failure. The failure of
any party to assert any of its rights under this  Agreement  or otherwise  shall
not constitute a waiver of those rights.

                  5.10 Successors and Assigns. This Agreement shall apply to, be
binding in all


                                       14


respects  upon and inure to the  benefit  of the  parties  and their  respective
successors  and permitted  assigns.  No party may assign any of its rights under
this Agreement without the prior written consent of each of the other parties.

                         [Signatures on following page]


                                       15


            IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be
duly executed as of the date first above written.

                                   GOAMERICA, INC.

                                   By: /s/ Daniel R. Luis
                                       -------------------------------------
                                       Daniel R. Luis
                                       President and Chief Executive Officer

                                   STOCKHOLDERS:

                                   /s/ Ronald Obray
                                   ----------------
                                       Ronald Obray

                                   /s/ Denise Obray
                                   ----------------
                                       Denise Obray

                                   /s/ Edmond Routhier
                                   -------------------
                                       Edmond Routhier

                                   CAYMUS INVESTMENT GROUP II, LLC

                                   By: /s/ Edmond Routhier
                                       ---------------------
                                   Its: Authorized Signatory

                                   CAYMUS OBRAY, LLC

                                   By: /s/ Edmond Routhier
                                       ---------------------
                                   Its: Authorized Signatory

          [Signature page to Lock-up and Registration Rights Agreement]

                  [Also signed by other former stockholders of
                      Hands On Video Relay Services, Inc.]


                                       16